Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. Subject to Section 3.4, the obligation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.

Conditions to Distribution. Subject This Agreement and the consummation of each of the transactions provided for herein shall be subject to approval of the Western Atlas Board. The Western Atlas Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Western Atlas Board in its sole discretion: (i) the Western Atlas Board shall have formally approved the Distribution; (ii) the Form 10 shall have been declared effective by the Commission; (iii) Western Atlas shall have received a statement from the Staff of the Commission that the Distribution may be effected without registration of the UNOVA Common Stock under the Securities Act of 1933; (iv) the Western Atlas Board shall have received opinions of counsel satisfactory to it that the Distribution will be a tax-free "spin-off" under Sections 355 and/or 368(a)(1)(D) of the Code; (v) the Board of Directors of UNOVA, constituted as contemplated by Section 3.4, the obligation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have been duly elected, and the Certificate of Incorporation and the By-laws of UNOVA, as described in Section 3.5, shall have been adopted and be in effect; (vi) the UNOVA Common Stock shall have been authorized for listing on the NYSE; (vii) the transactions contemplated by Sections 3.1, 3.2 and 3.3 shall have been consummated in all material respects; (viii) UNOVA shall have arranged for a bank credit facility or comparable source of funding for its capital needs; and (ix) no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any right or claim to require governmental authority, shall be in effect preventing the consummation payment of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning ; PROVIDED that the satisfaction or waiver of any or all of the such conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty obligation on the part of ▇▇▇▇▇▇▇ Western Atlas or the ▇▇▇▇▇▇▇ Board any other party hereto to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or in any way limit Western Atlas' power of termination set forth in Section 6.8 or alter the related transactions shall be pending, threatened, issued or consequences of any such termination from those specified in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholdersSection.

Conditions to Distribution. Subject to Section 3.4, the The obligation of ▇▇▇▇▇▇▇ Air Products to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Air Products, in its sole and absolute discretion, of the following conditions. None of VeraltoVersum, any other member of the Veralto Versum Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Air Products Board. Any determination made by ▇▇▇▇▇▇▇ Air Products prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Air Products and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Air Products or the ▇▇▇▇▇▇▇ Air Products Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10Versum Registration Statement, of which the Information Statement forms a part, and no stop order relating to the Form 10 Versum Registration Statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of relating to the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Air Products Common Stock; (b) the Veralto Versum Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ shall have Air Products has received the Distribution Tax Opinion; (d) the receipt of an opinion from an independent appraisal firm to the Air Products Board confirming the solvency of ▇▇▇▇▇▇▇ tax counseleach of Air Products and Versum after the Distribution and, as to the compliance by Air Products in declaring the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received Air Products in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Codeits sole discretion; (de) no order, injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Air Products shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Air Products in its sole discretion shall have determined need not be completed or may be completed after the Separation Time; (g) the Air Products Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Air Products shall have elected the Versum Board, as described in the Versum Registration Statement, immediately prior to the Distribution; (i) Versum shall have entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or concurrent with the Distribution; (j) the distribution in-kind of the Versum Securities to Air Products, the making of the Versum Financing Cash Distribution, and the determination by Air Products in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Versum will be entering into in connection with the separation; (k) all registrationspermits, registrations and consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇received; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Air Products Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Air Products or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ Alkermes to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Alkermes, in its sole and absolute discretion, of the following conditions. None of VeraltoMural, any other member of the Veralto Mural Group, or any third party Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the ▇▇▇▇▇▇▇ Board. Any determination by Alkermes, and any subsequent amendment, revision, withdrawal or change thereto made by ▇▇▇▇▇▇▇ Alkermes prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Alkermes and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Alkermes or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the steps in the Plan of Reorganization shall have been completed in all material respects; (b) the Transfers of Assets and Assumptions of Liabilities described in Section 2.2 that are to be completed prior to the Distribution shall have been completed in accordance with the terms of this Agreement and each of Mural and Alkermes shall have executed and delivered, or caused to be executed and delivered, each of the Ancillary Agreements in connection therewith; (c) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 thereto will be in effect, no proceedings seeking any such stop order shall be pending before or threatened by the Commission, and the Information Statement (or shall have been mailed to the Notice Record Holders or, in connection with the delivery of a notice of Internet Availability availability of the Information Statement) shall have been distributed Statement to holders of ▇▇▇▇▇▇▇ Common Stockthe Record Holders, posted on the Internet; (bd) the Veralto Common Stock Mural Ordinary Shares to be distributed in the Distribution shall have been approved and accepted for listing by the NYSENasdaq, subject to official notice of distribution; (ce) ▇▇▇▇▇▇▇ shall have received the receipt and continuing validity of both a private letter ruling from the Internal Revenue Service and an opinion of ▇▇▇▇▇▇▇ tax counselProcter LLP, both satisfactory to the Board, together confirming that the Separation and the Distribution, in form relevant part and substance acceptable to ▇▇▇▇▇▇▇together with certain related transactions, substantially to are tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the effect that the Contribution and Distribution (Code, except to the extent of any for cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of CodeMural Ordinary Shares; (df) the receipt from an independent appraisal firm acceptable to Alkermes of one or more opinions to the Alkermes Board and/or Mural Board confirming the solvency and financial viability of Alkermes and Mural after consummation of the Distribution, and such opinions shall be acceptable to Alkermes in form and substance in Alkermes’ sole discretion and such opinions shall not have been withdrawn or rescinded; (g) all registrationspermits, consents registrations and filings Consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign non-U.S. jurisdictions in connection with the Distribution shall have been received or madereceived; (eh) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Alkermes shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (fi) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (hj) Veralto and ▇▇each of ▇▇▇▇▇ and Alkermes shall have executed and delivered all Ancillary Agreements contemplated by this Agreement delivered, or caused to be entered into prior to or concurrently with executed and delivered, each of the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇other Transaction Agreements; and (jk) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Alkermes or its stockholdersshareholders.

Conditions to Distribution. Subject to Section 3.4, the The obligation of ▇▇▇▇▇▇▇ Air Products to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Air Products, in its sole and absolute discretion, of the following conditions. None of VeraltoVersum, any other member of the Veralto Versum Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Air Products Board. Any determination made by ▇▇▇▇▇▇▇ Air Products prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Air Products and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Air Products or the ▇▇▇▇▇▇▇ Air Products Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10Versum Registration Statement, of which the Information Statement forms a part, and no stop order relating to the Form 10 Versum Registration Statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of relating to the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Air Products Common Stock; (b) the Veralto Versum Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ shall have Air Products has received the Distribution Tax Opinion; (d) the receipt of an opinion from an independent appraisal firm to the Air Products Board confirming the solvency of ▇▇▇▇▇▇▇ tax counseleach of Air Products and Versum after the Distribution and, as to the compliance by Air Products in declaring the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received Air Products in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Codeits sole discretion; (de) no order, injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of Air Products shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Air Products in its sole discretion shall have determined need not be completed or may be completed after the Separation Time; (g) the Air Products Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Air Products shall have elected the Versum Board, as described in the Versum Registration Statement, immediately prior to the Distribution; (i) Versum shall have entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or concurrent with the Distribution; (j) the making of the Versum Financing Cash Distribution, and the determination by Air Products in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Versum will be entering into in connection with the separation; (k) all registrationspermits, registrations and consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇received; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Air Products Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Air Products or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ bluebird to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇bluebird, in its sole and absolute discretion, of the following conditions. None of Veralto2seventy, any other member of the Veralto 2seventy Group, or any third party Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the ▇▇▇▇▇▇▇ Board. Any determination by bluebird, and any subsequent amendment, revision, withdrawal or change thereto made by ▇▇▇▇▇▇▇ bluebird prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ bluebird and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ bluebird or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Transfers of Assets and Assumptions of Liabilities described in Section 2.2 that are to be completed prior to the Distribution shall have been completed in accordance with the terms of this Agreement; (b) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 thereto will be in effect, no proceedings seeking any such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ bluebird Common Stock; (bc) the Veralto shares of 2seventy Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSENASDAQ, subject to official notice of distribution; (cd) ▇▇▇▇▇▇▇ shall have received the receipt and continuing validity of both a private letter ruling from the Internal Revenue Service and an opinion of ▇▇▇▇▇▇▇ tax counselProcter LLP, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially both satisfactory to the effect Board, together confirming that the Contribution Separation and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a generally are tax-free reorganization for U.S. federal income tax purposes under Section Sections 355 and Section 368(a)(1)(D) of the Code; (de) the receipt and continuing validity of an opinion from an independent appraisal firm, satisfactory to the Board, with respect to certain solvency matters and as to the compliance by bluebird with surplus requirements under Delaware corporate law in declaring to pay the Distribution; (f) all registrationspermits, consents registrations and filings Consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madereceived; (eg) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control bluebird shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (fh) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (hi) Veralto each of 2seventy and ▇▇▇▇▇▇▇ bluebird shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with each of the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇other Transaction Agreements; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ bluebird or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ Ironwood to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Ironwood, in its sole and absolute discretion, of the following conditions. None of VeraltoCyclerion, any other member of the Veralto Cyclerion Group, or any third party Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the ▇▇▇▇▇▇▇ Board. Any determination by Ironwood, and any subsequent amendment, revision, withdrawal or change thereto made by ▇▇▇▇▇▇▇ Ironwood prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Ironwood and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Ironwood or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 thereto will be in effect, no proceedings seeking any such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Ironwood Common Stock; (b) the Veralto shares of Cyclerion Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSENASDAQ, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the receipt and continuing validity of either (1) a private letter ruling from the Internal Revenue Service and an opinion from KPMG LLP, both satisfactory to the Board, together confirming that the Separation generally is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, or (2) an opinion of ▇▇▇▇▇▇▇ KPMG LLP, satisfactory to the Board, confirming that the Separation generally is tax-free for U.S. federal income tax counselpurposes under Sections 355 and 368(a)(1)(D) of the Code; (d) the receipt and continuing validity of an opinion from an independent appraisal firm to the Board, that is in form and substance acceptable to ▇▇▇▇▇▇▇Ironwood in its sole and absolute discretion, substantially confirming the solvency of Cyclerion after the Distribution and, as to the effect that compliance by Ironwood in declaring to pay the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)Distribution, taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization with surplus requirements under Section 355 and Section 368(a)(1)(D) of CodeDelaware corporate law; (de) all registrationspermits, consents registrations and filings Consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madereceived; (ef) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Ironwood shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ Cyclerion shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with each of the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇other Transaction Agreements; and (ji) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Ironwood or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation following are conditions to the consummation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or(which, to the extent permitted by applicable Law, waiver may be waived, in whole or in part, by ▇▇▇▇▇▇▇, Dover in its sole and absolute discretion, of the following conditions). None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at The conditions are for the sole discretion benefit of Dover and shall not give rise to or create any duty on the ▇▇▇▇▇▇▇ Boardpart of Dover or the Board of Directors of Dover to waive or not waive any such condition. Any determination made by ▇▇▇▇▇▇▇ Dover prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:. (a) the Commission The Form 10 shall have been declared effective by the Form 10Commission, of which the Information Statement forms a part, with no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commissioneffect with respect thereto, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed mailed to holders Dover’s stockholders as of the Record Date; (b) The ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Common Stock to be distributed delivered to the Dover stockholders in the Distribution shall have been approved and accepted for listing by on the NYSE, subject to official notice of distribution; (c) Dover shall have obtained either: (i) (A) a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Dover (in its sole discretion) to the effect, among other things, that the Distribution, together with certain related transactions, shall qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code and that certain transactions involving the transfer to members of the ▇▇▇▇▇▇▇ shall have received the opinion Group of certain ▇▇▇▇▇▇▇ Assets and/or the assumption by members of the ▇▇▇▇▇▇▇ Group of certain ▇▇▇▇▇▇▇ Liabilities in connection with the Separation shall not result in the recognition of any gain or loss to members of the Dover Group and ▇▇▇▇▇▇▇ Group for U.S. federal income tax counselpurposes, and such private letter ruling shall not have been revoked prior to the Distribution Date or modified in form any material respect, and substance acceptable to (B) an opinion from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or other outside tax counsel of national standing, in form and substance satisfactory to Dover (in its sole discretion), substantially to the effect that the Contribution Distribution, and Distribution certain related transactions, shall qualify as a transaction that is described in Sections 368(a)(1)(D) and 355 of the Code; or (except ii) an opinion from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP or other outside tax counsel of national standing, in form and substance satisfactory to Dover (in its sole discretion), substantially to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)effect, taken among other things, that the Distribution, together and based upon and subject to the assumptionswith certain related transactions, representations and qualifications set forth therein, will shall qualify as a tax-free reorganization distribution for U.S. federal income tax purposes under Section 355 and Section Sections 368(a)(1)(D) and 355 of Code;the Code and that certain transactions involving the transfer to members of the ▇▇▇▇▇▇▇ Group of certain ▇▇▇▇▇▇▇ Assets and/or the assumption by members of the ▇▇▇▇▇▇▇ Group of certain ▇▇▇▇▇▇▇ Liabilities in connection with the Separation qualify for tax-free treatment for U.S. federal income tax purposes. (d) all registrationsAll permits, registrations and consents and filings required under the securities or blue sky laws Laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeobtained and be in full force and effect; (e) no No order, injunction or decree issued by any Governmental Entity of competent jurisdiction, jurisdiction or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the transactions related transactions thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Dover shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any of the related transactions contemplated hereby, including the Internal Reorganizationtransactions; (f) The Reorganization and the Internal Separation has been effectuated, including execution of all related Reorganization Documents, in accordance with the Reorganization Step Plan, in each case, as provided for in Section 3.1; (g) Each of the Ancillary Agreements shall have been effectuated prior duly executed and delivered by the parties thereto; (h) All Governmental Approvals necessary to consummate the Distribution, except for such steps Distribution shall have been obtained and be in full force and effect; (if anyi) as The ▇▇▇▇▇▇▇ Financing Arrangements shall have been executed and delivered and the proceeds thereof shall have been received by ▇▇▇▇▇▇▇ and Dover shall have received the Financing Cash Distribution and Dover shall be satisfied in its sole discretion shall have determined need not be completed or may be completed after that, as of the Effective Time; (g) , no member of the Dover Group shall have any Liability under the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇Arrangements; and (j) no No events or developments shall have occurred or shall exist that, in the judgment of the Board of Directors of Dover, in its sole and absolute judgment of the ▇▇▇▇▇▇▇ Boarddiscretion, make it inadvisable to effect the Internal Reorganization, Distribution and or the other transactions contemplated by this Agreement hereby, or would result in the Internal Reorganization, Distribution and or the other transactions contemplated by this Agreement hereby not being in the best interest of ▇▇▇▇▇▇▇ Dover or its stockholders.

Conditions to Distribution. Subject to Section 3.4, the The obligation of ▇▇▇▇▇▇▇ Imperial Petroleum to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, or waiver by ▇▇▇▇▇▇▇Imperial Petroleum, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) final approval of the Commission Distribution shall have been given by the Board of Directors of Imperial Petroleum, and the Board of Directors of Imperial Petroleum shall have declared effective the Form 10dividend of C3is Common Shares, of which the Information Statement forms a part, no stop order relating to the Form 10 will be each such action in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, its sole and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stockabsolute discretion; (b) the Veralto Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no stop-order in effect with respect thereto and the Prospectus shall have been mailed to Imperial Petroleum shareholders; (c) the actions and filings necessary or appropriate under applicable federal and state securities laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Distribution (including, if applicable, any actions and filings relating to the Registration Statement) and any other necessary and applicable Consents from any Governmental Authority shall have been taken, obtained and, where applicable, have become effective or been accepted, each as the case may be; (d) the C3is Common Stock Shares to be distributed delivered in the Distribution shall have been approved and accepted for listing by on the NYSENasdaq Capital Market, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeissuance; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, Authority or other legal restraint or prohibition, prohibition preventing the consummation of the Pre-Distribution Transactions or the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement shall have been threatened or would result be in effect; (g) Imperial Petroleum shall have established the Internal Reorganization, Distribution Record Date and other transactions contemplated by this Agreement shall have given the Nasdaq not being less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the best interest of ▇▇▇▇▇▇▇ or its stockholders.Exchange Act and Nasdaq rules;

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ DuPont to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇DuPont, in its sole and absolute discretion, of the following conditions. None of VeraltoChemours, any other member of the Veralto Chemours Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ DuPont prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ DuPont and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ DuPont or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the making of the Chemours Financing Cash Distribution, and the determination by DuPont in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Chemours will be entering into in connection with the separation; (b) the Commission shall have declared effective the Form 10, of which the Information Statement information statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement information statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ DuPont Common Stock; (bc) the Veralto Chemours Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (cd) ▇▇▇▇▇▇▇ shall have received the receipt and continued validity of the private letter ruling from the U.S. Internal Revenue Service and the opinion of ▇▇▇▇▇▇▇ DuPont tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇DuPont, substantially to the effect that that, among other things, the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)will, taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization transaction under Section 355 and Section 368(a)(1)(D) of the Code, and certain transactions related to the transfer of assets and liabilities to Chemours in connection with the separation will not result in the recognition of any gain or loss to DuPont, Chemours or their stockholders; (de) the receipt of an opinion from an independent appraisal firm to the Board confirming the solvency of each of DuPont and Chemours after the Distribution and, as to the compliance by DuPont in declaring to pay the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance acceptable to DuPont in its sole discretion; (f) all registrationspermits, registrations and consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madereceived; (eg) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control DuPont shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (fh) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ DuPont in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (gi) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (hj) Veralto and ▇▇▇▇▇▇▇ DuPont shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into elected the board of directors of Chemours, as described in the Form 10, immediately prior to or concurrently with the Distribution; (ik) the Veralto Financing Arrangements Chemours shall have been consummated entered into all Ancillary Agreements in connection with the Distribution and certain financing arrangements prior to or concurrent with the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇Distribution; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ DuPont or its stockholders.

Conditions to Distribution. Subject If WHE GEN elects to Section 3.4, the obligation of ▇▇▇▇▇▇▇ to consummate file a Registration Statement for the Distribution is Shares, and subject to the prior or simultaneous provisions of Section 1.4(d), the consummation of the Distribution will be subject to the satisfaction, or, to the extent permitted by applicable Law, or waiver by ▇▇▇▇▇▇▇, Cyclone in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the The Securities and Exchange Commission shall have has declared effective the Form 10WHE GEN Registration Statement, under the Securities Act of which 1933, as amended (the Information Statement forms a part“Securities Act”), no stop order relating to suspending the Form 10 will be effectiveness of the Registration Statement is in effect, and no proceedings seeking for such stop order shall be purpose are pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common StockSEC; (b) the Veralto The WHE GEN Common Stock to be distributed in the Distribution shall have has been approved and accepted for listing by on the NYSEOTCQB or such other trading market, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ shall have Unless waived by reasonable agreement of the parties, Cyclone has received the written opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially its counsel to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization transaction under Section 355 of the Internal Revenue Code, and Section 368(a)(1)(Dthat for U.S. federal income tax purposes, (i) no gain or loss will be recognized by Cyclone upon the distribution of Codethe WHE GEN Common Stock in the Distribution, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, the Cyclone Shareholders the receipt of shares of the WHE GEN Common Stock in the Distribution; (d) all registrations, consents and filings required under WHE GEN has received a written solvency opinion from a financial advisor regarding the securities or blue sky laws of states or other political subdivisions effect of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeand related transactions; (e) There is no order, injunction or decree issued by any Governmental Entity Authority of competent jurisdiction, jurisdiction or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effectDistribution, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control shall have Cyclone has occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (f) the Internal Reorganization shall No other events or developments have been effectuated occurred prior to the DistributionDistribution that, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed the judgment of the board of directors of Cyclone, would result in the Distribution having a material adverse effect on Cyclone or may be completed after the Effective Time;stockholders of Cyclone. (g) The Prospectus has been made available to the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment holders of Cyclone Common Stock as of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholderschosen Record Date.

Conditions to Distribution. Subject to Section 3.4, The FAF Board shall in its discretion establish the obligation of ▇▇▇▇▇▇▇ to consummate Record Date and the Distribution is Date and all appropriate procedures in connection with the Distribution. The Distribution shall be subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, satisfaction of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: , among other things: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability consummation of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; Reorganization in accordance with SECTION 3.1 hereof and certain internal corporate reorganizations; (b) the Veralto Common Stock renegotiation of certain FAF credit facilities and debt instruments, including the execution of certain consents, waivers and amendments thereto by lenders, all on terms satisfactory to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice Board of distribution; Directors of FAF; (c) ▇▇▇▇▇▇▇ shall have received the opinion establishment of ▇▇▇▇▇▇▇ tax counselseparate credit facilities for the Company and FAF on terms satisfactory to the Board of Directors of the Company and FAF; (d) the receipt of certain third-party consents relating to certain contracts, in form licenses and substance acceptable to ▇▇▇▇▇▇▇, substantially the Other Agreements; (e) receipt by FAF of a private letter ruling from the IRS to the effect that that, among other things, the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization distribution for Federal income tax purposes under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States Code, or at the option of the FAF Board, an opinion of special tax counsel to FAF, in form and substance satisfactory to the FAF Board, to the effect that, among other foreign jurisdictions in connection with things, the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation will constitute such a tax-free distribution under Section 355 of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; Code; (f) the Internal Reorganization shall have been effectuated Form 10 having become effective and no stop order being in effect; (g) there not being in effect any statute, rule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; and (h) approval for listing of the Company Common Stock on The Nasdaq Stock Market. The FAF Board reserves the right in its discretion, other than with respect to those set forth in clauses (a), (e), (f) and (g), to waive the satisfaction of any condition to the Distribution; 3 6 provided, however, that the FAF Board may abandon, defer or modify the Distribution and the related transactions at any time prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholdersDate.

Conditions to Distribution. Subject to Section 3.44.04, the obligation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which Distribution shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior subject to the Distribution concerning the satisfaction or waiver of any the following conditions which satisfaction or all of the conditions set forth in this Section 3.6 waiver shall be conclusive determined by B/E in its sole discretion and binding on the Parties hereto. The which conditions are for the sole benefit of ▇▇▇▇▇▇▇ the B/E Group and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ B/E or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Board, in its sole and absolute discretion, shall have authorized and approved the Commission transactions contemplated hereby (including the transactions set forth in Schedule 2.01(a)) and not withdrawn such authorization and approval, shall be satisfied that the Distribution will be made out of surplus in accordance with Section 170 of the General Corporation Law of the State of Delaware and shall have declared the dividend of KLX Common Stock to B/E shareholders; (b) Each Ancillary Agreement shall have been executed by each party thereto; (c) The Form 10 shall have been declared effective by the Form 10, of which the Information Statement forms a partSEC, no stop order relating to suspending the effectiveness of the Form 10 will shall be in effect, effect and no proceedings seeking for such stop order purpose shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common StockSEC; (bd) the Veralto The KLX Common Stock to be distributed delivered in the Distribution shall have been approved and accepted for listing on NASDAQ or another national securities exchange approved by the NYSEB/E, subject to official notice of distributionissuance; (ce) ▇▇▇▇▇▇▇ The Internal Separation and the Contribution shall have been completed, including (i) the Transfer and Assumption of Assets and Liabilities referred to in Section 2.01 and Section 2.02, respectively, and (ii) the issuance and payment by KLX to B/E referred to in Section 2.07; (f) B/E shall have received the written opinion of ▇▇▇▇▇▇▇ tax counselShearman & Sterling LLP, which shall remain in form full force and substance acceptable to ▇▇▇▇▇▇▇effect at the time of the Distribution, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)Distribution, taken together and based upon and subject to the assumptions, representations and qualifications set forth thereinwith certain related transactions, will qualify as a tax-free reorganization for U.S. federal income tax purposes under Section Sections 355 and Section 368(a)(1)(D) of the Code, and such opinion shall be in form and substance satisfactory to B/E in its sole discretion; (dg) all registrationsThe Information Statement shall have been mailed to the Record Holders; (h) KLX’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, consents and filings required under each in the securities or blue sky laws form filed as exhibits to the Form 10, shall be in effect; (i) KLX’s board of states or other political subdivisions directors shall consist of the United States individuals identified in the Information Statement as directors of KLX; (j) arrangements shall have been made to ensure that, except for ▇▇▇▇ ▇. ▇▇▇▇▇▇, (A) no individual who will be an officer or employee of KLX or any other foreign jurisdictions member of the KLX Group immediately following the Distribution will remain a director, officer or employee of B/E or any other member of the B/E Group immediately following the Distribution, and (B) no individual who will be an officer or employee of B/E or any other member of the B/E Group immediately following the Distribution will remain a director or officer of KLX or any other member of the KLX Group immediately following the Distribution; (k) The financing transactions described in connection with the Information Statement as contemplated to occur prior to the Distribution shall have been received consummated on or madeprior to the Distribution; (el) no No order, injunction or decree issued that would prevent the consummation of the Distribution shall be in effect by any Governmental Entity of competent jurisdiction, or no other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, effect and no other event outside the control of ▇▇▇▇▇▇▇’▇ control B/E shall have occurred or failed to occur that prevents would prevent the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (im) Any Governmental Approvals and other material Consents necessary to consummate the Veralto Financing Arrangements transactions contemplated hereby shall have been consummated obtained and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇be in full force and effect; and (jn) no events or developments There shall not have occurred an event or shall exist development prior to the Distribution that, in the judgment of the Board, in its sole and absolute judgment of the ▇▇▇▇▇▇▇ Boarddiscretion, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ having a material adverse effect on B/E or its stockholdersB/E’s shareholders.

Conditions to Distribution. Subject This Agreement and the consummation of each of the transactions provided for herein shall be subject to approval of the Western Atlas Board. The Western Atlas Board shall in its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Distribution, but in no event shall the Distribution Date occur prior to such time as each of the following have occurred or have been waived by the Western Atlas Board in its sole discretion: (i) the Western Atlas Board shall have formally approved the Distribution; (ii) the Form 10 shall have been declared effective by the Commission; (iii) Western Atlas shall have received a statement from the Staff of the Commission that the Distribution may be effected without registration of the UNOVA Common Stock under the Securities Act of 1933; (iv) the Western Atlas Board shall have received opinions of counsel satisfactory to it that the Distribution will be a tax-free "spin-off" under Sections 355 and/or 368(a)(1)(D) of the Code; (v) the Board of Directors of UNOVA, constituted as contemplated by Section 3.4, the obligation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have been duly elected, and the Certificate of Incorporation and the By-laws of UNOVA, as described in Section 3.5, shall have been adopted and be in effect; (vi) the UNOVA Common Stock shall have been authorized for listing on the NYSE; (vii) the transactions contemplated by Sections 3.1, 3.2 and 3.3 shall have been consummated in all material respects; (viii) UNOVA shall have arranged for a bank credit facility or comparable source of funding for its capital needs; and (ix) no preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any right or claim to require governmental authority, shall be in effect preventing the consummation payment of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning ; PROVIDED that the satisfaction or waiver of any or all of the such conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty obligation on the part of ▇▇▇▇▇▇▇ Western Atlas or the ▇▇▇▇▇▇▇ Board any other party hereto to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or in any way limit Western Atlas' power of termination set forth in Section 6.8 or alter the related transactions shall be pending, threatened, issued or consequences of any such termination from those specified in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.Section. 3

Conditions to Distribution. Subject to Section 3.4, the obligation of ▇▇▇▇▇▇▇ Fortive to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Fortive, in its sole and absolute discretion, of the following conditions. None of VeraltoVontier, any other member of the Veralto Vontier Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Fortive Board. Any determination made by ▇▇▇▇▇▇▇ Fortive prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 3.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Fortive and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Fortive or the ▇▇▇▇▇▇▇ Fortive Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Fortive Common Stock; (b) the Veralto Vontier Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ Fortive shall have received the opinion of ▇▇▇▇▇▇▇ Fortive tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇Fortive, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Vontier Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ Fortive’s control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ Fortive in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Fortive Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto Vontier and ▇▇▇▇▇▇▇ Fortive shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Vontier Financing Arrangements shall have been consummated and the Veralto Vontier Contribution Payment shall have been paid to ▇▇▇▇▇▇▇Fortive; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Fortive Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Fortive or its stockholders.

Conditions to Distribution. Subject to Section 3.4, the obligation of ▇▇▇▇▇▇▇ Fortive to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Fortive, in its sole and absolute discretion, of the following conditions. None of VeraltoRalliant, any other member of the Veralto Ralliant Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Fortive Board. Any determination made by ▇▇▇▇▇▇▇ Fortive prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 3.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Fortive and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Fortive or the ▇▇▇▇▇▇▇ Fortive Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Fortive Common Stock; (b) the Veralto Ralliant Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ Fortive shall have received (A) a private letter ruling from the Internal Revenue Service and/or (B) an opinion of ▇▇▇▇▇▇▇ its tax counselcounsel (which private letter ruling and opinion continue to be valid), in form and substance acceptable to ▇▇▇▇▇▇▇the Fortive Board, substantially to regarding the effect that qualification of the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)Distribution, taken together and based upon and subject to the assumptionswith certain related transactions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of Code, and which ruling and/or opinion, as applicable, shall not have been withdrawn, rescinded, or modified in any material respect; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ Fortive’s control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ Fortive in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Fortive Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and R▇▇▇▇▇▇▇ and Fortive shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Ralliant Financing Arrangements shall have been consummated and the Veralto Contribution Ralliant Cash Payment shall have been paid to ▇▇▇▇▇▇▇Fortive; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Fortive Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Fortive or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ Recro to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Recro, in its sole and absolute discretion, of the following conditions. None of VeraltoBaudax, any other member of the Veralto Baudax Group, or any third party Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the ▇▇▇▇▇▇▇ Board. Any determination by Recro, and any subsequent amendment, revision, withdrawal or change thereto made by ▇▇▇▇▇▇▇ Recro prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Recro and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Recro or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 thereto will be in effect, no proceedings seeking any such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Recro Common Stock; (b) the Veralto shares of Baudax Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSENasdaq, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the receipt and continuing validity of an opinion of ▇▇▇▇▇▇▇ tax counselfrom an independent appraisal firm to the Board, that is in form and substance acceptable to ▇▇▇▇▇▇▇Recro in its sole and absolute discretion, substantially to confirming the effect that solvency of Baudax after the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of CodeDistribution; (d) all registrationspermits, consents registrations and filings Consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madereceived; (e) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Recro shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ Recro in its sole discretion shall have determined need not be completed or may be completed after the Distribution Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ Baudax shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with each of the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇other Transaction Agreements; and (ji) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholdersRecro.

Conditions to Distribution. Subject to Section 3.4, the obligation of ▇▇▇▇▇▇▇ ORACO and MERC shall be obligated to consummate the Distribution is within 30 days of receiving an effective registration statement unless extended as the result of any Governmental Approvals, subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, or waiver by ▇▇▇▇▇▇▇, the ORACO Board of Directors in its sole and absolute discretion, of the following conditions. None : (a) any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; (b) no order, injunction or decree issued by any court or agency of Veralto, any competent jurisdiction or other member legal restraint or prohibition preventing the consummation of the Veralto Group, or any third party Distribution shall be in effect and no other event outside the control of ORACO shall have any right occurred or claim failed to require occur that prevents the consummation of the Distribution, which ; (c) the Board of Directors of ORACO shall be effected at have authorized and approved the sole discretion Distribution and not withdrawn such authorization and approval; (d) All Ancillary Agreements shall have been entered into by the respective parties thereto; (e) arrangements shall have been made to the satisfaction of ORACO for the ▇▇▇▇▇▇▇ Board. Any determination made complete and orderly transition of employment of all other Persons designated by ▇▇▇▇▇▇▇ the parties as those ORACO employees who are to become MERC employees as of or prior to the Distribution concerning Distribution; and (f) no other events or developments shall have occurred that, in the satisfaction or waiver of any or all judgment of the conditions set forth Board of Directors of ORACO, would result in this Section 3.6 shall be conclusive and binding the Distribution having a material adverse effect on ORACO or on the Parties heretostockholders of ORACO or not being in the best interest of ORACO and its stockholders. The foregoing conditions are for the sole benefit of ▇▇▇▇▇▇▇ ORACO and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ ORACO or the ▇▇▇▇▇▇▇ ORACO Board of Directors to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ following are conditions to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Questar and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Questar or the ▇▇▇▇▇▇▇ Board of Directors of Questar to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:. (a) A Form 8-A shall have been filed with the Commission shall have declared effective the Form 10by QEP, of which the Information Statement forms a part, with no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stockeffect with respect thereto; (b) With respect to the Veralto Distribution, the QEP Common Stock to be distributed delivered in the Distribution shall have been approved and accepted for listing by on the NYSE, subject to official notice of distribution; (c) Prior to the Distribution, Questar shall have obtained a private letter ruling from the Internal Revenue Service with respect to the Separation in form and substance satisfactory to Questar (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date; (d) Prior to the Distribution, Questar shall have obtained an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ LLP, its tax counsel, in form and substance acceptable satisfactory to ▇▇▇▇▇▇▇Questar (in its sole discretion), substantially to the effect that the Contribution Internal Distribution will qualify under section 355 of the Code and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)Internal Contribution, taken together and based upon and subject to with the assumptions, representations and qualifications set forth thereinDistribution, will qualify as constitute a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of the Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no Any material Governmental Approvals and other Consents, if any, necessary to consummate the Distribution or any portion thereof shall have been obtained and be in full force and effect. (f) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction, jurisdiction or other legal restraint or prohibition, prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Questar shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ The Board of Directors of Questar shall have declared approved the Distribution Distribution, which approval may be given or withheld at its absolute and approved all related transactions (and such declaration or approval shall not have been withdrawn);sole discretion; and (h) Veralto and ▇▇▇▇▇▇▇ QEP shall have executed and delivered all Ancillary Agreements contemplated by this Agreement the ability to repay any of its outstanding debt obligations that might become due (or need to be entered into prior to or concurrently with the Distribution; (irepaid) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment as a result of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholdersSeparation.

Conditions to Distribution. Subject to Section 3.44.3, the obligation of ▇▇▇▇▇▇▇ following are conditions to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ IR and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ IR or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission The Form 10 shall have been declared effective by the Form 10, of which the Information Statement forms a partCommission, no stop order relating to suspending the Form 10 will effectiveness thereof shall be in effect, no proceedings seeking for such stop order purpose shall be pending before or threatened by the Commission, and the Information Statement (Statement, or the a Notice of Internet Availability of the Information Statement) , shall have been distributed mailed to the holders of ▇▇▇▇▇▇▇ Common StockIR Ordinary Shares; (b) the Veralto Common Stock The Allegion Ordinary Shares to be distributed delivered in the Distribution shall have been approved and accepted for listing by on the NYSE, subject to official notice of distribution; (c) IR shall have obtained an opinion from Simpson ▇▇▇▇▇▇▇ shall have received the opinion of & ▇▇▇▇▇ett ▇▇ ▇▇, ▇▇s tax counsel, in form and substance acceptable satisfactory to ▇▇▇▇▇▇▇IR (in its sole discretion), substantially as to the effect that satisfaction of certain conditions necessary for the Contribution and Distribution (to qualify as a tax-free distribution under Section 355 of the Code, except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Codeshares; (d) all registrationsIR shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to IR (in its sole discretion), consents and filings required such ruling shall remain in effect as of such Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will qualify under the securities or blue sky laws of states or other political subdivisions Sections 355 and 368(a) of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeCode; (e) no The Board shall have obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to IR, with respect to the capital adequacy and solvency of each of IR and Allegion; (f) Any material Governmental Approvals and other Consents necessary to consummate the Distribution or any portion thereof shall have been obtained and be in full force and effect, it being understood that, for the avoidance of doubt, the Governmental Approvals and Consents contemplated by Section 2.6 and Section 2.9 shall not be deemed necessary to consummate the Distribution; (g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction, jurisdiction or other legal restraint or prohibition, prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control IR shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (fh) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the Board, would result in the Distribution having a material adverse effect on IR or its stockholders; (i) The Internal Reorganization Restructuring shall have been effectuated prior to the Distributioncompleted, except for such steps (if any) as ▇▇▇▇▇▇▇ IR in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (gj) the ▇▇▇▇▇▇▇ The actions and events set forth in Article III shall have occurred; (k) The Board shall have declared authorized the Distribution Distribution, which authorization may be given or withheld at its absolute and approved all related transactions (and such declaration or approval shall not have been withdrawn)sole discretion; (hl) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with The net proceeds of the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid distributed to ▇▇▇▇▇▇▇IR; and (jm) no events or developments Each Ancillary Agreement shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated been executed by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholderseach party thereto.

Conditions to Distribution. Subject to Section 3.44.3, the obligation of ▇▇▇▇▇▇▇ following are conditions to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ IR and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ IR or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission The Form 10 shall have been declared effective by the Form 10, of which the Information Statement forms a partCommission, no stop order relating to suspending the Form 10 will effectiveness thereof shall be in effect, no proceedings seeking for such stop order purpose shall be pending before or threatened by the Commission, and the Information Statement (Statement, or the a Notice of Internet Availability of the Information Statement) , shall have been distributed mailed to the holders of ▇▇▇▇▇▇▇ Common StockIR Ordinary Shares; (b) the Veralto Common Stock The Allegion Ordinary Shares to be distributed delivered in the Distribution shall have been approved and accepted for listing by on the NYSE, subject to official notice of distribution; (c) IR shall have obtained an opinion from ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, its tax counsel, in form and substance acceptable satisfactory to ▇▇▇▇▇▇▇IR (in its sole discretion), substantially as to the effect that satisfaction of certain conditions necessary for the Contribution and Distribution (to qualify as a tax-free distribution under Section 355 of the Code, except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Codeshares; (d) all registrationsIR shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to IR (in its sole discretion), consents and filings required such ruling shall remain in effect as of such Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will qualify under the securities or blue sky laws of states or other political subdivisions Sections 355 and 368(a) of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeCode; (e) no The Board shall have obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to IR, with respect to the capital adequacy and solvency of each of IR and Allegion; (f) Any material Governmental Approvals and other Consents necessary to consummate the Distribution or any portion thereof shall have been obtained and be in full force and effect, it being understood that, for the avoidance of doubt, the Governmental Approvals and Consents contemplated by Section 2.6 and Section 2.9 shall not be deemed necessary to consummate the Distribution; (g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction, jurisdiction or other legal restraint or prohibition, prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control IR shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (fh) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the Board, would result in the Distribution having a material adverse effect on IR or its stockholders; (i) The Internal Reorganization Restructuring shall have been effectuated prior to the Distributioncompleted, except for such steps (if any) as ▇▇▇▇▇▇▇ IR in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (gj) the ▇▇▇▇▇▇▇ Board The actions and events set forth in Article III shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn)occurred; (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.

Conditions to Distribution. Subject to Without limiting the scope of Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ BioTime to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable LawLegal Requirements, waiver by ▇▇▇▇▇▇▇BioTime, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, No AgeX Group Member or any third party Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ BoardBioTime. Any determination made by ▇▇▇▇▇▇▇ BioTime prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ BioTime and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ BioTime or the ▇▇▇▇▇▇▇ BioTime Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:: [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (a) the Commission determination by BioTime in its sole discretion that following the Distribution it will have no further liability or obligation whatsoever under any financing arrangements that any AgeX Group Member will be entering into in connection with the Distribution or the operation of its business; (b) the SEC shall have declared effective the Form 10, of which the Information Statement forms a part, and no stop order relating to terminating the Form 10 registration of the Common Stock under the Exchange Act will be in effect, no proceedings Proceeding seeking to terminate such stop order registration shall be pending before or threatened by the CommissionSEC, and the Information Statement (or the Notice of Internet Availability of the Information StatementStatement if permitted as a means of delivery under applicable Legal Requirements) shall have been distributed to holders Registered Holders of ▇▇▇▇▇▇▇ BioTime Common Stock; (bc) the Veralto AgeX Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSENYSE MKT or Nasdaq, subject to official notice of distributionissuance, or if BioTime so determines the AgeX Common Stock shall have been approved for quotation on the OTC Bulletin Board; (cd) ▇▇▇▇▇▇▇ shall have received the receipt and continued validity of a private letter ruling from the United States Internal Revenue Service and the opinion of ▇▇▇▇▇▇▇ BioTime tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇BioTime, substantially to the effect that that, among other things, the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)will, taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization transaction under Section 355 and Section 368(a)(1)(D) of the Code, and certain transactions related to the transfer of assets and liabilities to AgeX in connection with the Contribution or Distribution will not result in the recognition of any gain or loss to BioTime, AgeX or their respective shareholders; (de) the receipt of such opinion as the BioTime Board may require confirming the solvency of each of BioTime and AgeX after the Distribution, in form and substance acceptable to the BioTime Board in its sole discretion; (f) all registrationspermits, consents registrations and filings Consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received, or BioTime shall have received such confirmations as it may require that exemptions from such registrations or madeconsents are available for the Distribution; (eg) no order, injunction injunction, or decree issued by any Governmental Entity Body of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control BioTime shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (h) no Proceeding shall be pending or threatened seeking to restrain, prohibit or enjoin the Distribution, or challenging the legality of the Distribution, or alleging that the Distribution would violate any Legal Requirement or would create any Liability of BioTime or any related transactions contemplated hereby, including members of the Internal ReorganizationBioTime Board; (fi) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ BioTime Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (hj) Veralto and ▇▇▇▇▇▇▇ BioTime shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into elected the board of directors of AgeX, as described in the Information Statement, immediately prior to or concurrently with the Distribution; (ik) the Veralto Financing Arrangements AgeX shall have been consummated entered into all of the Ancillary Agreements and the Veralto Contribution Payment Ancillary Agreements shall have been paid to ▇▇▇▇▇▇▇be in full force and effect; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ BioTime Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ BioTime or its stockholdersshareholders.

Conditions to Distribution. Subject to Section 3.44.3, the obligation of ▇▇▇▇▇▇▇ RemainCo to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, RemainCo in its sole and absolute discretion, of the following conditions. None of Veralto, SpinCo or any other member of the Veralto Group, SpinCo Group with respect to the Distribution or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ RemainCo prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.4 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ RemainCo and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ RemainCo or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the SpinCo Form 10, of which the SpinCo Information Statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the SpinCo Information Statement (or the a Notice of Internet Availability of the SpinCo Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ RemainCo Common Stock; (b) the Veralto SpinCo Common Stock to be distributed delivered in the Distribution shall have been approved and accepted for listing by on the NYSENasdaq, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ RemainCo shall have received the a written opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to from ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Ernst & Young LLP, in form and substance satisfactory to RemainCo (in its sole discretion), substantially to the effect that that, among other things, the Contribution and Distribution (except to Distribution, together with the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth thereinSpinCo Spin Contribution, will qualify as a taxfor non-free reorganization under recognition of gain and loss pursuant to Section 355 355, Section 361 and Section 368(a)(1)(D) of the Code; (d) all registrationsRemainCo shall have received an opinion from the independent appraisal firm set forth on Schedule 4.4(d) or another independent appraisal firm as determined by the Board, consents in form and filings required substance satisfactory to RemainCo, confirming that (i) following the Distribution, RemainCo, on the one hand, and SpinCo, on the other hand, will be solvent and adequately capitalized, (ii) RemainCo has adequate surplus under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with Delaware Law to declare the Distribution shall have been received or madeand (iii) SpinCo has adequate surplus under Delaware Law to declare the SpinCo Cash Distribution, in each of clauses (i) and (ii) after giving effect to the SpinCo Cash Distribution; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control RemainCo shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ RemainCo, in its sole discretion discretion, shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions transactions, which approval may be given or withheld at its absolute and sole discretion (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ RemainCo, as SpinCo’s sole stockholder immediately prior to the Distribution, shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with elected the board of directors of SpinCo, as described in the SpinCo Information Statement, effective immediately upon the Distribution; (i) the Veralto directors of RemainCo set forth on Schedule 4.4(i) shall have resigned from the Board effective upon the Distribution; (i) SpinCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party, and (ii) RemainCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party; (k) the financing for the SpinCo Financing Arrangements shall have been consummated be available on terms acceptable to RemainCo and the Veralto Contribution Payment SpinCo shall have been paid to ▇▇▇▇▇▇▇completed the SpinCo Financing Arrangements and received the proceeds in respect thereof and SpinCo shall have completed the SpinCo Cash Distribution; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ RemainCo or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation following are conditions to the consummation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or(which, to the extent permitted by applicable Law, waiver may be waived, in whole or in part, by ▇▇▇▇▇▇▇, Dover in its sole and absolute discretion, of the following conditions). None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at The conditions are for the sole discretion benefit of Dover and shall not give rise to or create any duty on the ▇▇▇▇▇▇▇ Boardpart of Dover or the Board of Directors of Dover to waive or not waive any such condition. Any determination made by ▇▇▇▇▇▇▇ Dover prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:. (a) the Commission The Form 10 shall have been declared effective by the Form 10Commission, of which the Information Statement forms a part, with no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commissioneffect with respect thereto, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed mailed to holders Dover’s stockholders as of the Record Date; (b) The ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Common Stock to be distributed delivered to the Dover stockholders in the Distribution shall have been approved and accepted for listing by on the NYSE, subject to official notice of distribution; (c) Dover shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Dover (in its sole discretion) to the effect, among other things, that the Distribution, together with certain related transactions, shall qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code and that certain transactions involving the transfer to members of the ▇▇▇▇▇▇▇ shall have received the opinion Group of certain ▇▇▇▇▇▇▇ Assets and/or the assumption by members of the ▇▇▇▇▇▇▇ Group of certain ▇▇▇▇▇▇▇ Liabilities in connection with the Separation shall not result in the recognition of any gain or loss to members of the Dover Group and ▇▇▇▇▇▇▇ Group for U.S. federal income tax purposes, and such private letter ruling shall not have been revoked prior to the Distribution Date or modified in any material respect; (d) Dover shall have obtained an opinion from outside tax counsel, in form and substance acceptable satisfactory to ▇▇▇▇▇▇▇Dover (in its sole discretion), substantially to the effect that the Contribution Distribution, and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)certain related transactions, taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will shall qualify as a tax-free reorganization under Section 355 and Section transaction that is described in Sections 368(a)(1)(D) and 355 of the Code; (de) all registrationsAll permits, registrations and consents and filings required under the securities or blue sky laws Laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeobtained and be in full force and effect; (ef) no No order, injunction or decree issued by any Governmental Entity of competent jurisdiction, jurisdiction or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the transactions related transactions thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Dover shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any of the related transactions contemplated hereby, including the Internal Reorganizationtransactions; (fg) The Reorganization and the Internal Separation has been effectuated, including execution of all related Reorganization Documents, in accordance with the Reorganization Step Plan, in each case, as provided for in Section 3.1; (h) Each of the Ancillary Agreements shall have been effectuated prior duly executed and delivered by the parties thereto; (i) All Governmental Approvals necessary to consummate the Distribution, except for such steps Distribution shall have been obtained and be in full force and effect; (if anyj) as The ▇▇▇▇▇▇▇ Financing Arrangements shall have been executed and delivered and the proceeds thereof shall have been received by ▇▇▇▇▇▇▇ and Dover shall have received the Financing Cash Distribution and Dover shall be satisfied in its sole discretion shall have determined need not be completed or may be completed after that, as of the Effective Time; (g) , no member of the Dover Group shall have any Liability under the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇Arrangements; and (jk) no No events or developments shall have occurred or shall exist that, in the judgment of the Board of Directors of Dover, in its sole and absolute judgment of the ▇▇▇▇▇▇▇ Boarddiscretion, make it inadvisable to effect the Internal Reorganization, Distribution and or the other transactions contemplated by this Agreement hereby, or would result in the Internal Reorganization, Distribution and or the other transactions contemplated by this Agreement hereby not being in the best interest of ▇▇▇▇▇▇▇ Dover or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ DuPont to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇DuPont, in its sole and absolute discretion, of the following conditions. None of VeraltoChemours, any other member of the Veralto Chemours Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ DuPont prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ DuPont and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ DuPont or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: : (a) the making of the Chemours Financing Cash Distribution, and the determination by DuPont in its sole discretion that following the separation it will have no further liability or obligation whatsoever under any financing arrangements that Chemours will be entering into in connection with the separation; (b) the Commission shall have declared effective the Form 10, of which the Information Statement information statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by 48 the Commission, and the Information Statement information statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ DuPont Common Stock; ; (bc) the Veralto Chemours Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distribution; issuance; (cd) ▇▇▇▇▇▇▇ shall have received the receipt and continued validity of the private letter ruling from the U.S. Internal Revenue Service and the opinion of ▇▇▇▇▇▇▇ DuPont tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇DuPont, substantially to the effect that that, among other things, the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)will, taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization transaction under Section 355 and Section 368(a)(1)(D) of the Code; , and certain transactions related to the transfer of assets and liabilities to Chemours in connection with the separation will not result in the recognition of any gain or loss to DuPont, Chemours or their stockholders; (de) the receipt of an opinion from an independent appraisal firm to the Board confirming the solvency of each of DuPont and Chemours after the Distribution and, as to the compliance by DuPont in declaring to pay the Distribution, with surplus requirements under Delaware corporate law, that is in form and substance acceptable to DuPont in its sole discretion; (f) all registrationspermits, registrations and consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; received; (eg) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control DuPont shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; Distribution; (fh) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ DuPont in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; ; (gi) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); ; (hj) Veralto and ▇▇▇▇▇▇▇ DuPont shall have executed and delivered elected the board of directors of Chemours, as described in the Form 10, immediately prior to the Distribution; (k) Chemours shall have entered into all Ancillary Agreements contemplated by this Agreement to be entered into in connection with the Distribution and certain financing arrangements prior to or concurrently concurrent with the Distribution; ; and (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or 49 would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ DuPont or its stockholders.

Conditions to Distribution. Subject to Section 3.44.3, the obligation of ▇▇▇▇▇▇▇ RemainCo to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, RemainCo in its sole and absolute discretion, of the following conditions. None of Veralto, SpinCo or any other member of the Veralto Group, SpinCo Group with respect to the Distribution or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ RemainCo prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.4 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ RemainCo and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ RemainCo or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the SpinCo Form 10, of which the SpinCo Information Statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the SpinCo Information Statement (or the a Notice of Internet Availability of the SpinCo Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ RemainCo Common Stock; (b) the Veralto SpinCo Common Stock to be distributed delivered in the Distribution shall have been approved and accepted for listing by on the NYSENasdaq, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ RemainCo shall have received the a written opinion of ▇▇▇▇▇▇▇ tax counselfrom Skadden, Arps, Slate, Meagher & Flom LLP and Ernst & Young LLP, in form and substance acceptable satisfactory to ▇▇▇▇▇▇▇RemainCo (in its sole discretion), substantially to the effect that that, among other things, the Contribution and Distribution (except to Distribution, together with the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth thereinSpinCo Spin Contribution, will qualify as a taxfor non-free reorganization under recognition of gain and loss pursuant to Section 355 355, Section 361 and Section 368(a)(1)(D) of the Code; (d) all registrationsRemainCo shall have received an opinion from the independent appraisal firm set forth on Schedule 4.4(d) or another independent appraisal firm as determined by the Board, consents in form and filings required substance satisfactory to RemainCo, confirming that (i) following the Distribution, RemainCo, on the one hand, and SpinCo, on the other hand, will be solvent and adequately capitalized, (ii) RemainCo has adequate surplus under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with Delaware Law to declare the Distribution shall have been received or madeand (iii) SpinCo has adequate surplus under Delaware Law to declare the SpinCo Cash Distribution, in each of clauses (i) and (ii) after giving effect to the SpinCo Cash Distribution; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control RemainCo shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ RemainCo, in its sole discretion discretion, shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions transactions, which approval may be given or withheld at its absolute and sole discretion (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ RemainCo, as SpinCo’s sole stockholder immediately prior to the Distribution, shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with elected the board of directors of SpinCo, as described in the SpinCo Information Statement, effective immediately upon the Distribution; (i) the Veralto directors of RemainCo set forth on Schedule 4.4(i) shall have resigned from the Board effective upon the Distribution; (i) SpinCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party, and (ii) RemainCo shall have, and shall have caused its applicable Subsidiaries to have, entered into all Ancillary Agreements to which it and/or such Subsidiary is contemplated to be a party; (k) the financing for the SpinCo Financing Arrangements shall have been consummated be available on terms acceptable to RemainCo and the Veralto Contribution Payment SpinCo shall have been paid to ▇▇▇▇▇▇▇completed the SpinCo Financing Arrangements and received the proceeds in respect thereof and SpinCo shall have completed the SpinCo Cash Distribution; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ RemainCo or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of VeraltoFortive, any other member of the Veralto Fortive Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement information statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement information statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Fortive Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form receipt and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions continued validity of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeIRS Ruling; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ Ironwood to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Ironwood, in its sole and absolute discretion, of the following conditions. None of VeraltoCyclerion, any other member of the Veralto Cyclerion Group, or any third party Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole and absolute discretion of the ▇▇▇▇▇▇▇ Board. Any determination by Ironwood, and any subsequent amendment, revision, withdrawal or change thereto made by ▇▇▇▇▇▇▇ Ironwood prior to the Distribution and concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties heretoParties. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Ironwood and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Ironwood or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will shall use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 thereto will be in effect, no proceedings seeking any such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Ironwood Common Stock; (b) the Veralto shares of Cyclerion Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSENASDAQ, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the receipt and continuing validity of either (1) a private letter ruling from the Internal Revenue Service and an opinion from KPMG LLP, both satisfactory to the Board, together confirming that the Separation generally is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, or (2) an opinion of ▇▇▇▇▇▇▇ KPMG LLP, satisfactory to the Board, confirming that the Separation generally is tax-free for U.S. federal income tax counselpurposes under Sections 355 and 368(a)(1)(D) of the Code; (d) the receipt and continuing validity of an opinion from an independent appraisal firm to the Board, that is in form and substance acceptable to ▇▇▇▇▇▇▇Ironwood in its sole and absolute discretion, substantially confirming the solvency of Cyclerion after the Distribution and, as to the effect that compliance by Ironwood in declaring to pay the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)Distribution, taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization with surplus requirements under Section 355 and Section 368(a)(1)(D) of CodeDelaware corporate law; (de) all registrationspermits, consents registrations and filings Consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; received; (ef) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Ironwood shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ Parent to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Parent, in its sole and absolute discretion, of the following conditions. None of VeraltoSpinCo, any other member of the Veralto SpinCo Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ Parent prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The 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 ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement information statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement information statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Parent Common Stock; (b) the Veralto SpinCo Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ shall have received the opinion receipt of ▇▇▇▇▇▇▇ tax counselthe opinions of Ernst & Young LLP and DLA Piper LLP (US), in form and substance acceptable to ▇▇▇▇▇▇▇Parent, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)First Internal Distribution, taken together together, as well as each subsequent Internal Distribution and the Distribution should, based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section deferred transaction pursuant to Sections 368(a)(1)(D) and/or 355 of the Code; (d) all registrationspermits, registrations and consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madereceived; (e) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Parent shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ Parent in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ Parent shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into elected the board of directors of SpinCo, as described in the Form 10, immediately prior to or concurrently with the Distribution; (i) SpinCo shall have entered into all Ancillary Agreements in connection with the Veralto Distribution prior to or concurrent with the Distribution; (j) the SpinCo Financing Arrangements shall have been consummated executed and delivered, and the Veralto Contribution Payment proceeds thereof shall have been paid received by SpinCo and distributed to ▇▇▇▇▇▇▇Parent; and (jk) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Parent or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of VeraltoFortive, any other member of the Veralto Fortive Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement information statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement information statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Fortive Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ shall have received the receipt and continued validity of the IRS Ruling; (d) the receipt of the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)will, taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization transaction under Section 355 and Section 368(a)(1)(D) of Code; (de) all registrationspermits, registrations and consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madereceived; (ef) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (fg) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (gh) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (hi) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered elected the board of directors of Fortive, as described in the Form 10, immediately prior to the Distribution; (j) Fortive shall have entered into all Ancillary Agreements contemplated by this Agreement to be entered into in connection with the Distribution prior to or concurrently concurrent with the Distribution; (ik) the Veralto Fortive Financing Arrangements shall have been consummated executed and delivered, and the Veralto Contribution Payment proceeds thereof shall have been paid received by Fortive and distributed to ▇▇▇▇▇▇▇; and (jl) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.

Conditions to Distribution. Subject to Section 3.4, the obligation of ▇▇▇▇▇▇▇ STEI and SQRI shall be obligated to consummate the Distribution is within 30 days of receiving an effective registration statement unless extended as the result of any Governmental Approvals, subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, or waiver by ▇▇▇▇▇▇▇, the STEI Board of Directors in its sole and absolute discretion, of the following conditions. None : (a) any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; (b) no order, injunction or decree issued by any court or agency of Veralto, any competent jurisdiction or other member legal restraint or prohibition preventing the consummation of the Veralto Group, or any third party Distribution shall be in effect and no other event outside the control of STEI shall have any right occurred or claim failed to require occur that prevents the consummation of the Distribution, which ; (c) the Board of Directors of STEI shall be effected at have authorized and approved the sole discretion Distribution and not withdrawn such authorization and approval; (d) All Ancillary Agreements shall have been entered into by the respective parties thereto; (e) arrangements shall have been made to the satisfaction of STEI for the ▇▇▇▇▇▇▇ Board. Any determination made complete and orderly transition of employment of all other Persons designated by ▇▇▇▇▇▇▇ the parties as those STEI employees who are to become SQRI employees as of or prior to the Distribution concerning Distribution; and (f) no other events or developments shall have occurred that, in the satisfaction or waiver of any or all judgment of the conditions set forth Board of Directors of STEI, would result in this Section 3.6 shall be conclusive and binding the Distribution having a material adverse effect on STEI or on the Parties heretostockholders of STEI or not being in the best interest of STEI and its stockholders. The foregoing conditions are for the sole benefit of ▇▇▇▇▇▇▇ STEI and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ STEI or the ▇▇▇▇▇▇▇ STEI Board of Directors to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stock; (b) the Veralto Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholders.

Conditions to Distribution. Subject to Section 3.4, the obligation 1.2.1 The obligations of ▇▇▇▇▇▇▇ each party hereto to consummate the Distribution is are subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver by Yellow in its sole discretion of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (i) the simultaneous execution, delivery and performance as required of each of the following: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stockthis Agreement; (b) the Veralto Tax Sharing Agreement; (1) the execution by SCST on or before the Distribution Date of those certain Debt Agreements listed in paragraph 1.2.1 of the disclosure letter from Yellow to SCST dated the date hereof (the "Disclosure Letter"), each in form, substance and amount satisfactory to Yellow, and (2) on or before the Distribution Date, the payment by SCST to Yellow of a cash dividend or a repayment by SCST to Yellow of intercompany indebtedness (or a combination of any of the foregoing) from the proceeds of such Debt Agreements, in the approximate amount of $110.7 million, subject to adjustment on a post-closing basis in the manner set forth in paragraph 1.2.1(i)(c) of the Disclosure Letter (the "Yellow Payment"); (ii) the Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto, and no proceeding for that purpose shall have been instituted or threatened by the Commission; (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) shall have been taken and, where applicable, have become effective or been accepted; (iv) the SCST Common Stock to be distributed in the Distribution shall have been approved and accepted admitted for listing by the NYSEtrading on The Nasdaq National Market, subject to on official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (ev) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, Government Authority or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or the Tax Sharing Agreement shall be threatened, pending or in effect; (vi) the Letter Ruling shall have been issued and shall not have been revoked; (vii) any material Consents and Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (viii) Yellow's Board of Directors shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the Delaware General Corporation Law; (ix) Yellow's Board of Directors shall have approved the Separation and the Distribution and shall not have abandoned or deferred the Distribution at any time prior to the Record Date; (x) Yellow's Board of Directors shall be satisfied that the Distribution does not constitute the conveyance of all or substantially all of the properties or assets of Yellow immediately prior to the Distribution, as contemplated in Section 271 of the Delaware General Corporation Law; (xi) the Certificate of Incorporation and By-laws shall be in effect; (xii) no other events or developments shall have occurred that, in the sole judgment of Yellow, would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ having a material adverse effect on Yellow or its stockholders; (xiii) Yellow's Board of Directors shall be satisfied that each of Yellow and SCST will be solvent following the Distribution; and (xiv) SCST shall have made the Yellow Payment.

Conditions to Distribution. Subject to Section 3.44.3, the obligation of ▇▇▇▇▇▇▇ following are conditions to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ IR and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ IR or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission The Form 10 shall have been declared effective by the Form 10, of which the Information Statement forms a partCommission, no stop order relating to suspending the Form 10 will effectiveness thereof shall be in effect, no proceedings seeking for such stop order purpose shall be pending before or threatened by the Commission, and the Information Statement (Statement, or the a Notice of Internet Availability of the Information Statement) , shall have been distributed mailed to the holders of ▇▇▇▇▇▇▇ Common StockIR Ordinary Shares; (b) the Veralto Common Stock The Allegion Ordinary Shares to be distributed delivered in the Distribution shall have been approved and accepted for listing by on the NYSE, subject to official notice of distribution; (c) IR shall have obtained an opinion from ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, its tax counsel, in form and substance acceptable satisfactory to ▇▇▇▇▇▇▇IR (in its sole discretion), substantially as to the effect that satisfaction of certain conditions necessary for the Contribution and Distribution (to qualify as a tax-free distribution under Section 355 of the Code, except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Codeshares; (d) all registrationsIR shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to IR (in its sole discretion), consents and filings required such ruling shall remain in effect as of such Distribution Date, to the effect, among other things, that the Distribution, together with certain related transactions, will qualify under the securities or blue sky laws of states or other political subdivisions Sections 355 and 368(a) of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madeCode; (e) no The Board shall have obtained opinions from a nationally recognized valuation firm, in form and substance satisfactory to IR, with respect to the capital adequacy and solvency of each of IR and Allegion; (f) Any material Governmental Approvals and other Consents necessary to consummate the Distribution or any portion thereof shall have been obtained and be in full force and effect, it being understood that, for the avoidance of doubt, the Governmental Approvals and Consents contemplated by Section 2.6 and Section 2.9 shall not be deemed necessary to consummate the Distribution; (g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction, jurisdiction or other legal restraint or prohibition, prohibition preventing the consummation of all or any portion of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control IR shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (fh) No other events or developments shall have occurred or failed to occur prior to the Distribution Date that, in the judgment of the Board, would result in the Distribution having a material adverse effect on IR or its stockholders; (i) The Internal Reorganization Restructuring shall have been effectuated prior to the Distributioncompleted, except for such steps (if any) as ▇▇▇▇▇▇▇ IR in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (gj) the ▇▇▇▇▇▇▇ The actions and events set forth in Article III shall have occurred; (k) The Board shall have declared authorized the Distribution Distribution, which authorization may be given or withheld at its absolute and approved all related transactions (and such declaration or approval shall not have been withdrawn)sole discretion; (hl) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with The net proceeds of the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid distributed to ▇▇▇▇▇▇▇IR; and (jm) no events or developments Each Ancillary Agreement shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated been executed by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ or its stockholderseach party thereto.

Conditions to Distribution. Subject to Section 3.4, the obligation of ▇▇▇▇▇▇▇ Fortive to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Fortive, in its sole and absolute discretion, of the following conditions. None of VeraltoRalliant, any other member of the Veralto Ralliant Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Fortive Board. Any determination made by ▇▇▇▇▇▇▇ Fortive prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 3.5 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ Fortive and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ Fortive or the ▇▇▇▇▇▇▇ Fortive Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Fortive Common Stock; (b) the Veralto Ralliant Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ Fortive shall have received (A) a private letter ruling from the Internal Revenue Service and/or (B) an opinion of ▇▇▇▇▇▇▇ its tax counselcounsel (which private letter ruling and opinion continue to be valid), in form and substance acceptable to ▇▇▇▇▇▇▇the Fortive Board, substantially to regarding the effect that qualification of the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)Distribution, taken together and based upon and subject to the assumptionswith certain related transactions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of Code, and which ruling and/or opinion, as applicable, shall not have been withdrawn, rescinded, or modified in any material respect; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (e) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ Fortive’s control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ Fortive in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Fortive Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇▇ and Fortive shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Ralliant Financing Arrangements shall have been consummated and the Veralto Contribution Ralliant Cash Payment shall have been paid to ▇▇▇▇▇▇▇Fortive; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Fortive Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Fortive or its stockholders.

Conditions to Distribution. Subject to Section 3.44.4, the obligation of ▇▇▇▇▇▇▇ Parent to consummate the Distribution is subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇Parent, in its sole and absolute discretion, of the following conditions. None of VeraltoSpinCo, any other member of the Veralto SpinCo Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ Parent prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.6 4.5 shall be conclusive and binding on the Parties hereto. The 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 ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) the Commission shall have declared effective the Form 10, of which the Information Statement information statement forms a part, and no stop order relating to the Form 10 registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement information statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Parent Common Stock; (b) the Veralto SpinCo Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to official notice of distributionissuance; (c) ▇▇▇▇▇▇▇ shall have received the opinion receipt of ▇▇▇▇▇▇▇ tax counselthe opinions of Ernst & Young LLP and DLA Piper LLP (US), in form and substance acceptable to ▇▇▇▇▇▇▇Parent, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock)First Internal Distribution, taken together and together, should, based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 368(a)(1)(D) to which Section 355 of the Code (and Section 368(a)(1)(D356 of the Code to the extent related to Section 355 of the Code) applies, and each subsequent Internal Distribution and the Distribution should, based upon and subject to the assumptions, representations and qualifications set forth therein, qualify as a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies; (d) all registrationspermits, registrations and consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or madereceived; (e) no order, injunction injunction, or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside the control of ▇▇▇▇▇▇▇’▇ control Parent shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal ReorganizationDistribution; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ Parent in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ Parent shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into elected the board of directors of SpinCo, as described in the Form 10, immediately prior to or concurrently with the Distribution; (i) SpinCo shall have entered into all Ancillary Agreements in connection with the Veralto Distribution prior to or concurrent with the Distribution; (j) the SpinCo Financing Arrangements shall have been consummated executed and delivered, and the Veralto Contribution Payment proceeds thereof shall have been paid received by SpinCo and distributed to ▇▇▇▇▇▇▇Parent; and (jk) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal Reorganization, Distribution and other related transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ Parent or its stockholders.

Conditions to Distribution. Subject to Section 3.4, the obligation 1.2.1 The obligations of ▇▇▇▇▇▇▇ each party hereto to consummate the Distribution is are subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by ▇▇▇▇▇▇▇, in its sole and absolute discretion, of the following conditions. None of Veralto, any other member of the Veralto Group, or any third party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the ▇▇▇▇▇▇▇ Board. Any determination made by ▇▇▇▇▇▇▇ prior to the Distribution concerning the satisfaction or waiver by Yellow in its sole discretion of any or all of the conditions set forth in this Section 3.6 shall be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ or the ▇▇▇▇▇▇▇ Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (i) the simultaneous execution, delivery and performance as required of each of the following: (a) the Commission shall have declared effective the Form 10, of which the Information Statement forms a part, no stop order relating to the Form 10 will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission, and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders of ▇▇▇▇▇▇▇ Common Stockthis Agreement; (b) the Veralto Tax Sharing Agreement; (1) the execution by SCST on or before the Distribution Date of those certain Debt Agreements listed in paragraph 1.2.1 of the disclosure letter from Yellow to SCST dated the date hereof (the "Disclosure Letter"), each in form, substance and amount satisfactory to Yellow, and (2) on or before the Distribution Date, the payment by SCST to Yellow of a cash dividend or a repayment by SCST to Yellow of intercompany indebtedness (or a combination of the foregoing) from the proceeds of such Debt Agreements, in the approximate amount of $110.7 million, subject to adjustment on a post-closing basis in the manner set forth in paragraph 1.2.1(i)(c) of the Disclosure Letter (the "Yellow Payment"); (ii) the Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop order in effect with respect thereto, and no proceeding for that purpose shall have been instituted or threatened by the Commission; (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) shall have been taken and, where applicable, have become effective or been accepted; (iv) the SCST Common Stock to be distributed in the Distribution shall have been approved and accepted admitted for listing by the NYSEtrading on The Nasdaq National Market, subject to on official notice of distribution; (c) ▇▇▇▇▇▇▇ shall have received the opinion of ▇▇▇▇▇▇▇ tax counsel, in form and substance acceptable to ▇▇▇▇▇▇▇, substantially to the effect that the Contribution and Distribution (except to the extent of any cash received in lieu of fractional shares of Veralto Common Stock), taken together and based upon and subject to the assumptions, representations and qualifications set forth therein, will qualify as a tax-free reorganization under Section 355 and Section 368(a)(1)(D) of Code; (d) all registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution shall have been received or made; (ev) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction, Government Authority or other legal restraint or prohibition, prohibition preventing the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other event outside of ▇▇▇▇▇▇▇’▇ control shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution or any related transactions contemplated hereby, including the Internal Reorganization; (f) the Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as ▇▇▇▇▇▇▇ in its sole discretion shall have determined need not be completed or may be completed after the Effective Time; (g) the ▇▇▇▇▇▇▇ Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (h) Veralto and ▇▇▇▇▇▇▇ shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior to or concurrently with the Distribution; (i) the Veralto Financing Arrangements shall have been consummated and the Veralto Contribution Payment shall have been paid to ▇▇▇▇▇▇▇; and (j) no events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the ▇▇▇▇▇▇▇ Board, make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or the Tax Sharing Agreement shall be threatened, pending or in effect; (vi) the Letter Ruling shall have been issued and shall not have been revoked; (vii) any material Consents and Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (viii) Yellow's Board of Directors shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the Delaware General Corporation Law; (ix) Yellow's Board of Directors shall have approved the Separation and the Distribution and shall not have abandoned or deferred the Distribution at any time prior to the Record Date; (x) Yellow's Board of Directors shall be satisfied that the Distribution does not constitute the conveyance of all or substantially all of the properties or assets of Yellow immediately prior to the Distribution, as contemplated in Section 271 of the Delaware General Corporation Law; (xi) the Certificate of Incorporation and By-laws shall be in effect; (xii) no other events or developments shall have occurred that, in the sole judgment of Yellow, would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of ▇▇▇▇▇▇▇ having a material adverse effect on Yellow or its stockholders; (xiii) Yellow's Board of Directors shall be satisfied that each of Yellow and SCST will be solvent following the Distribution; and (xiv) SCST shall have made the Yellow Payment.