Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. (a) The Separation shall have been completed substantially in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of the Distribution); (b) The shares of SpinCo Common Stock deliverable in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closing.

Conditions to Distribution. Parent shall consummate the Distribution no later than July 31, 2000 subject to the satisfaction, or waiver by the Parent's Board in its sole discretion, of the conditions set forth below: (a) The Separation the Letter Ruling shall have been completed substantially continue in accordance with effect that, among other things, the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Distribution);Code and the Distribution by Parent of Company Common Stock to stockholders of Parent will not result in recognition of any income, gain or loss for federal income tax purposes to Parent or Parent's stockholders. (b) The shares of SpinCo the Form 10 shall have become effective under the Exchange Act; (c) the Company Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSENasdaq, subject to official notice of issuance; (cd) The Debt Exchange Parent's Board of Directors shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the General Corporation Law of the State of Delaware; (e) Parent's Board of Directors shall have approved the Distribution and shall not have abandoned, deferred or modified the Distribution at any time prior to the Record Date; (f) the separation of assets and liabilities referred to in Section 2.1 of this Agreement shall have been completed effected; (g) the Company's certificate of incorporation (the "Restated Company Charter") and bylaws, in accordance with this Agreement substantially the same forms attached as Exhibits A and applicable LawB, respectively, hereto shall be in effect; (h) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (i) An independent nationally recognized appraisal firm shall have delivered an opinion any material Governmental Approvals and Consents necessary to consummate the Board of Directors of Post (a copy of which Distribution shall have been furnished to BellRingobtained and be in full force and effect; (j) as the credit facilities pertaining to the solvency of SpinCo and Post, in each case after giving effect Company shall have been restructured or assigned to the Separation, including the issuance satisfaction of the SpinCo DebtParent, and Parent shall have been released from all guaranties and other obligations relating to the Company Business and the Company's credit facilities, medium term notes, commercial paper programs and other indebtedness except Parent shall continue its guarantee as reflected on the Reimbursement Agreement; (k) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (el) Each no other events or developments shall have occurred that, in the judgment of the conditions Parent's Board, would result in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time having a material adverse effect on Parent or at on the Closing, but subject to stockholders of Parent or if the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed Parent Board determines that the Closing will occur subject only Distribution would not be in the best interests of Parent or the stockholders of Parent. The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the Distribution and part of Parent or the satisfaction Parent's Board of the conditions that may only be satisfied at ClosingDirectors to waive or not waive any such condition.

Conditions to Distribution. Subject to Section 3.4, the following are conditions to the consummation of the Distribution. The obligation of iGATE to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by iGATE, in its sole and absolute discretion, of each of the following conditions: (a) The Separation iGATE shall have been completed substantially enter into a distribution agent agreement with the Agent (the “Distribution Agent Agreement”) providing for, among other things, (i) the payment of the Distribution to the holders of iGATE Common Stock in accordance with this Article III and the Separation Plan Distribution Agent Agreement, and (other than those steps that are expressly contemplated ii) the designation of Mastech as a third party beneficiary. iGATE and Mastech shall deliver to occur at or after the time Distribution Agent (i) book-entry transfer authorizations for all of the outstanding shares of Mastech Common Stock to be distributed in connection with the payment of the Distribution and (ii) all information required to complete the Distribution on the basis set forth herein and under the Distribution Agent Agreement. Following the Distribution Date, upon the request of the Distribution Agent, Mastech shall provide to the Distribution Agent book-entry transfer authorizations of Mastech Common Stock that the Distribution Agent shall require in order to further effect the Distribution);. (b) The shares of SpinCo Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto; (c) The Mastech Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSEthe AMEX, subject to official notice of issuancedistribution; (cd) The Debt Exchange On or prior to the Effective Time, all necessary actions shall be taken to adopt the form of certificate of incorporation and by-laws filed by Mastech with the Commission as exhibits to the Form 10. (e) On or prior to the Effective Time, iGATE and Mastech shall take all necessary action to cause Mastech to form its Board of Directors. (f) On or prior to the Effective Time, (i) iGATE shall cause all of its employees and any employees of its Affiliates who will become a Mastech Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the iGATE Group in which they serve, unless such person will continue as a director of iGATE after the Effective Time, and (ii) Mastech shall cause all of its employees and any employees of its Affiliates who will become an iGATE Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Mastech Group in which they serve, unless such person will continue as a director of Mastech after the Effective Time. No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution. (g) On or prior to the Effective Time, iGATE and Mastech shall enter into, and/or (where applicable) shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements. (h) iGATE shall have been completed obtained an opinion from ▇▇▇▇ ▇▇▇▇▇ LLP, its tax counsel, in accordance with this Agreement form and applicable Lawsubstance satisfactory to iGATE (in its sole discretion), substantially to the effect that the Distribution will qualify as tax-free for Federal income tax purposes under Section 355 of the Code; (i) An independent nationally recognized appraisal firm iGATE shall have delivered an obtained a solvency opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, Inc., in form and substance satisfactory to iGATE (in its sole discretion), which solvency opinion shall provide such firm’s opinion that Mastech will be solvent following the Distribution. (j) All permits, registrations and 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 obtained and be in full force and effect; and (k) 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 transactions related thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be in effect. Each of the foregoing conditions is for the sole benefit of iGATE and shall not give rise to or create any duty on the part of iGATE or the Board of Directors of Post (a copy of which shall have been furnished iGATE to BellRing) as waive or not waive any such condition. Any determination made by iGATE, in its sole and absolute discretion prior to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.5 shall be satisfied at Closingconclusive and binding on the Parties.

Conditions to Distribution. Exhibit 2.1 Subject to Section 4.3, the following are conditions to the consummation of the Distribution. These conditions are for the sole benefit of CSC and shall not give rise to or create any duty on the part of CSC or the Board to waive or not waive any such condition. (a) The Separation Board shall have, in its sole discretion, authorized and approved the Internal Reorganization and the Distribution and not withdrawn such authorization and approval, and shall have been completed substantially in accordance with declared the Separation Plan (other than those steps that are expressly contemplated distribution of CSRA Common Stock to occur at or after the time of the Distribution)CSC stockholders; (b) Each Ancillary Agreement shall have been executed by each party thereto; (c) The shares of SpinCo Form 10 shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission; (d) The CSRA Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (ce) On or prior to the Distribution Date, CSC shall have received a written opinion from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, its tax counsel, in form and substance satisfactory to CSC (in its sole discretion) (the “Tax Opinion”), which shall remain in full force and effect, that, subject to the accuracy and completeness of the representations, warranties and covenants set forth in the representation letters from CSC and CSRA accompanying such opinion, (i) the Internal Reorganization, taken together with the Distribution, should qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, (ii) CSC should recognize no gain or loss under Section 361(c) of the Code upon the Distribution and (iii) CSC’s stockholders should recognize no gain or loss under Section 355(a) of the Code upon the receipt of CSRA Stock in the Distribution; (f) The Debt Exchange Internal Reorganization shall have been completed completed; (g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in accordance with this Agreement effect, and applicable Lawno other event outside the control of CSC shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (h) No other events or developments shall have occurred prior to the Effective Time that, in the judgment of the Board, would result in the Distribution having a material adverse effect on CSC or its stockholders; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (a copy of which The Information Statement shall have been furnished to BellRing) as mailed to the solvency holders of SpinCo CSC Common Stock as of the Record Date; (j) The actions and Postevents set forth in Section 3.2(b) and Section 3.2(c) shall have occurred; (k) Prior to the Effective Time, the Board shall have obtained written opinions from a nationally recognized valuation firm, in each case after giving effect form and substance satisfactory to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto underCSC, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form capital adequacy and substance solvency of each of CSC and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to CSRA after giving pro forma effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction Special Dividend; and (l) 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, including, for the avoidance of doubt, the conditions that may only be satisfied at ClosingGovernmental Approvals and Consents contemplated by Sections 2.8 and 2.9.

Conditions to Distribution. Rubicon and DAC shall be obligated to consummate the Distribution no later than March 31, 2008 unless extended as the result of any Governmental Approvals, subject to the satisfaction, or waiver by the Rubicon Board of Directors in its sole discretion, of the following conditions: (a) The Separation any material Governmental Approvals and Consents necessary to consummate the Distribution shall have been completed substantially obtained and be in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of the Distribution)full force and effect; (b) The shares no order, injunction or decree issued by any court or agency of SpinCo Common Stock deliverable in competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution as contemplated by this Agreement shall be in effect and no other event outside the control of Rubicon shall have been approved for listing on NYSE, subject occurred or failed to official notice occur that prevents the consummation of issuancethe Distribution; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post Rubicon shall have authorized and approved the Distribution and not withdrawn such authorization and approval; (a copy d) the Board of which Director of DAC shall have authorized and approved all corporate actions in order for Rubicon to accomplish the Distribution, including increasing the number of outstanding shares of DAC Common Stock to comply with the Distribution ratio set forth in Section 3.1(b); (e) All Ancillary Agreements shall have been furnished to BellRingentered into by the respective parties thereto; (f) as arrangements shall have been made to the solvency satisfaction of SpinCo Rubicon for the complete and Post, in each case after giving effect orderly transition of employment of all other Persons designated by the parties as those Rubicon employees who are to become DAC employees as of or prior to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (eg) Each no other events or developments shall have occurred that, in the judgment of the conditions Board of Directors of Rubicon, would result in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time having a material adverse effect on Rubicon or at on the Closing, but subject stockholders of Rubicon or not being in the best interest of Rubicon and its stockholders. The foregoing conditions are for the sole benefit of Rubicon and shall not give rise to or create any duty on the satisfaction part of Rubicon or waiver the Rubicon Board of those conditions at Directors to waive or not waive any such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closingcondition.

Conditions to Distribution. Subject to Section 4.4, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of Entergy. The fulfillment of the conditions does not create any obligation on Entergy’s part to effect the Distribution, and the Board of Directors of Entergy has reserved the right, in its sole discretion, to waive any or all of the conditions, and to amend, modify, or abandon the transaction prior to the Distribution Date. (a) The Separation Form 10 shall have been completed substantially declared effective by the Commission, with no stop order in accordance effect with respect thereto, and the Separation Plan (other than those steps that are expressly contemplated Information Statement shall have been mailed to occur at or after the time holders of Entergy Common Stock as of the Distribution)Record Date; (b) The shares of SpinCo With respect to the Distribution, the Enexus Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuancedistribution; (c) The Debt Exchange Prior to the Distribution, Entergy shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Entergy (in its sole discretion), and such ruling shall remain in effect as of the Distribution Date, to the effect, among other things, that the Distribution, together with certain other related transactions, qualifies as a reorganization for United States Federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code; (d) Prior to the Distribution, Entergy shall have obtained an opinion from ▇▇▇▇▇▇ Godward Kronish LLP, its tax counsel, in form and substance satisfactory to Entergy (in its sole discretion), substantially to the effect that the Distribution, together with certain other related transactions, will qualify as reorganization for United States Federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code; (e) Any material Governmental Approvals and other Consents necessary to consummate the Distribution or any portion thereof (including the reorganization described in Section 3.1 and the debt financing transactions preceding the Distribution as described in Section 3.5) shall have been completed obtained and be in accordance with full force and effect, including the regulatory approvals listed or described on Schedule 4.5(e); (f) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution, including the reorganization described in Section 3.1 and the debt financing transactions preceding the Distribution as described in Section 3.5, and all transfers of Assets and Liabilities contemplated in this Agreement or in the Joint Venture Agreements, shall be in effect, and applicable Lawno other event outside the control of Entergy shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) All permits, registrations, and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or other foreign jurisdictions in connection with the distribution shall have been received; (h) The reorganization listed or described in Section 3.1 shall have been completed; and (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the The Board of Directors of Post (a copy of which Entergy shall have been furnished to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of approved the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than which approval may be given or withheld at its stated capital absolute and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closingsole discretion.

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. These conditions are for the sole benefit of Delta and shall not give rise to or create any duty on the part of Delta or the Board to waive or not waive any such condition. (a) The Separation Board shall have been completed substantially in accordance with authorized and approved the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of Internal Reorganization and the Distribution), and shall have declared the distribution of Ultra Common Stock to Delta stockholders; (b) Each Ancillary Agreement shall have been executed by each party thereto; (c) The shares of SpinCo Form 10 shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission; (d) The Ultra Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (ce) On or prior to the Distribution Date, Delta shall have received a written opinion from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, its tax counsel, in form and substance satisfactory to Delta (in its sole discretion) (the “Tax Opinion”), which shall remain in full force and effect, that, subject to the accuracy and completeness of the representations, warranties and covenants set forth in the representation letters from Delta and Ultra accompanying such opinion, (i) the Internal Reorganization, taken together with the Distribution, should qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, (ii) Delta should recognize no gain or loss under Section 361(c) of the Code upon the Distribution and (iii) Delta’s stockholders should recognize no gain or loss under Section 355(a) of the Code upon the receipt of Ultra Stock in the Distribution; (f) The Internal Reorganization shall have been completed; (g) The Special Dividend shall have been declared and paid to Delta and the Debt Exchange shall have been completed effected on the terms set forth in accordance with this Agreement and applicable Lawthe Merger Agreement. (h) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in effect; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (a copy of which The Information Statement shall have been furnished to BellRing) as mailed to the solvency holders of SpinCo Delta Common Stock as of the Record Date; (j) The actions and Postevents set forth in Section 3.2(a) and Section 3.2(b) shall have occurred; and (k) Prior to the Effective Time, the Board shall have obtained written opinions from a nationally recognized valuation firm, in each case after giving effect form and substance reasonably satisfactory to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto underDelta, with respect to SpinCothe capital adequacy and solvency of each of Delta and Ultra after giving pro forma effect to the Distribution and the Special Dividend (each such opinion, Delaware law or, with respect to Post, Missouri law) (the a “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closing.

Conditions to Distribution. (a) The Separation CFI Board shall have been completed substantially in accordance its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Separation Plan (other than those steps that are expressly contemplated Distribution. The Distribution shall be subject to occur at or after the time satisfaction of each of the Distribution); (b) The shares of SpinCo Common Stock deliverable in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSEfollowing conditions, subject to official notice of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; among other things: (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board consummation of Directors certain internal corporate reorganizations; (ii) the successful renegotiation of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo certain CFI credit facilities and Post, in each case after giving effect to the Separationdebt instruments, including the issuance execution of the SpinCo Debtcertain consents, waivers and amendments thereto by lenders, and the consummation maintenance of CFI's investment grade debt ratings; (iii) the establishment of a separate credit facility for CFCD; (iv) the receipt of certain third-party consents relating to certain contracts, licenses and other agree ments; (v) the receipt of rulings from the IRS or an opin ion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution under Section 355 of the DistributionInternal Revenue Code of 1986, as amended; (yvi) that (1) immediately prior to any Distribution effected as the receipt of a Spin-Off, letter from the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance staff of the SpinCo Debt, such Distribution Commission con firming that it will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, take no action with respect to SpinCocertain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (viii) there not being in effect any statute, Delaware law orrule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; (ix) ap proval for listing of the Company Common Stock on the Nasdaq National Market; and (x) declaration of the spe cial dividend by the CFI Board. The CFI Board reserves the right in its discretion, other than with respect to Post, Missouri law) those set forth in clauses (the “Solvency Opinion”i), (iiv), (vi), (vii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in x), to waive the satisfaction of any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject condition to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed Distri bution; provided, however, that the Closing will occur subject only to CFI Board may aban don, defer or modify the Distribution and the satisfaction of related transactions at any time prior to the conditions that may only be satisfied at ClosingDistribution Date.

Conditions to Distribution. (a) The Separation shall have been completed substantially in accordance with Subject to Section 3.2, the Separation Plan (other than those steps that following are expressly contemplated conditions to occur at or after the time consummation of the Distribution); (b) . The shares conditions are for the sole benefit of SpinCo Common Stock deliverable in Parent and shall not give rise to or create any duty on the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice part of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to Parent or the Board of Directors of Post Parent to waive or not waive any such condition: (a copy of which a) The Form 10 shall have been furnished filed with the Commission for the purpose of registering the Subsidiary Common Stock under the Exchange Act, with no stop order in effect with respect thereto. (b) An information statement satisfying the requirements of Commission shall have been filed with the Commission and mailed to BellRingall holders of Parent Common Stock and Parent Common Stock Equivalents. (c) as All Government Approvals and other Consents necessary to consummate the solvency Distribution shall have been obtained and be in full force and effect, except for any such Government Approvals or Consents the failure of SpinCo and Postwhich to obtain would not have material adverse effect on the business, in each case after giving effect to operations or condition (financial or otherwise) of either Parent or Subsidiary. (d) No order, injunction or decree issued by any court or agency of competent jurisdiction preventing the Separation, including the issuance consummation of the SpinCo Debt, Distribution shall be in effect and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and. (e) Each The Board of Directors of Parent shall have authorized and approved the conditions Distribution and not withdrawn such authorization and approval. (f) The Board of Directors of Parent shall not have reasonably determined in Article IX good faith that the Distribution would not be permitted under the Delaware General Corporation Law, as amended. (g) Parent and Subsidiary shall have secured waivers and releases of this Agreement all claims from the current Subsidiary employees with respect the Settled Liabilities. (h) Parent and Subsidiary shall have entered into an exchange agreement with Sovereign Partners, LP, pursuant to Post’swhich, SpinCo’s and BellRing’s obligations effective prior to the Record Date, Sovereign Partners will exchange all shares of Subsidiary Preferred Stock which it currently owns, for shares of Parent Common Stock. (i) Parent shall have filed an amendment to its Certificate of Incorporation with the Secretary of State of Delaware, pursuant to which Parent will be duly authorized to distribute a sufficient number of shares of Subsidiary Common Stock necessary to effect the Closing Distribution pursuant to section 3.2 herein, and pursuant to which the name of the Subsidiary will be changed to “SpeechFX, Inc.” (j) No other events or developments shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at occurred that, in the sole discretion of the Board of Directors of Parent, would result in the Distribution Effective Time having a material adverse effect on Parent, its stockholders or at its creditors, or not being in the Closingbest interest of Parent, but subject to the satisfaction or waiver of those conditions at such time) its stockholders and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closingcreditors.

Conditions to Distribution. (a) The Separation CFI Board shall have been completed substantially in accordance its discretion establish the Record Date and the Distribution Date and all appropriate procedures in connection with the Separation Plan (other than those steps that are expressly contemplated Distribution. The Distribution shall be subject to occur at or after the time satisfaction of each of the Distribution); (b) The shares of SpinCo Common Stock deliverable in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSEfollowing conditions, subject to official notice of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; among other things: (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board consummation of Directors certain internal corporate reorganizations; (ii) the successful renegotiation of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo certain CFI credit facilities and Post, in each case after giving effect to the Separationdebt instruments, including the issuance execution of the SpinCo Debtcertain consents, waivers and amendments thereto by lenders, and the consummation maintenance of CFI's investment grade debt ratings; (iii) the establishment of a separate credit facility for CFCD; (iv) the receipt of certain third-party consents relating to certain contracts, licenses and other agreements; (v) the receipt of rulings from the IRS or an opinion of special tax counsel to CFI to the effect that, among other things, the Distribution will generally qualify as a tax-free distribution under Section 355 of the DistributionInternal Revenue Code of 1986, as amended; (yvi) that (1) immediately prior to any Distribution effected as the receipt of a Spin-Off, letter from the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance staff of the SpinCo Debt, such Distribution Commission confirming that it will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, take no action with respect to SpinCocertain matters relating to the Distribution; (vii) the Form 10 having become effective and no stop order being in effect; (viii) there not being in effect any statute, Delaware law orrule, regulation or order of any court, governmental or regulatory body that prohibits or makes illegal the transactions contemplated by the Distribution; (ix) approval for listing of the Company Common Stock on the Nasdaq National Market; and (x) declaration of the special dividend by the CFI Board. The CFI Board reserves the right in its discretion, other than with respect to Post, Missouri law) those set forth in clauses (the “Solvency Opinion”i), (iiv), (vi), (vii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in x), to waive the satisfaction of any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject condition to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed Distribution; provided, however, that the Closing will occur subject only to CFI Board may abandon, defer or modify the Distribution and the satisfaction of related transactions at any time prior to the conditions that may only be satisfied at ClosingDistribution Date.

Conditions to Distribution. In the event that the Collagen Board of Directors decides to proceed with the Distribution, the parties hereto shall use their reasonable best efforts to satisfy the following conditions to the consummation of the Distribution. The obligations of the parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Collagen of the following conditions: (a) The Separation A private letter ruling from the Internal Revenue Service shall have been completed substantially obtained, and shall continue in accordance effect, to the effect that, among other things, the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Code and the transfer to Technologies of the Technologies Assets and the assumption by Technologies of the Technologies Liabilities in connection with the Separation Plan (other than those steps that are expressly contemplated will not result in the recognition of any gain or loss to occur at or after the time any member of the Distribution);Collagen Group, any member of the Technologies Group or their respective stockholders for federal income tax purposes, and such ruling shall be in form and substance satisfactory to Collagen in its sole discretion. (b) The shares of SpinCo Common Stock deliverable in Any material Consents and Governmental Approvals necessary to consummate the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice of issuance;obtained and be in full force and effect. (c) The Debt Exchange No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be pending or in effect and no other event outside the control of Collagen shall have been completed in accordance with this Agreement and applicable Law;occurred or failed to occur that prevents the consummation of the Distribution. (id) An independent nationally recognized appraisal firm No other events or developments shall have delivered an opinion to occurred that, in the judgment of the Board of Directors of Post Collagen, would result in the Distribution having a material adverse effect on Collagen, on any member of the Collagen Group or on the stockholders of Collagen. (a copy of which e) A no-action letter from the Commission shall have been furnished to BellRing) as obtained to the solvency of SpinCo and Posteffect that, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, Separation and the consummation of the Distribution, Technologies is not an "investment company" under the Investment Company Act of 1940, as amended. (yf) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to To the extent any Distribution is effected as an Exchange Offerrequired, Post will have sufficient surplus to consummate a no-action letter from the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing Commission shall have been satisfied or waived (other than those conditions obtained to the effect that by their nature are to be satisfied at the Distribution Effective Time or at is exempt from registration under the Closing, but subject to the satisfaction or waiver Securities Act. (g) The stockholders of those conditions at such time) and the parties hereto Collagen shall have confirmed that approved the Closing will occur subject only Distribution. The foregoing conditions are for the sole benefit of Collagen and shall not give rise to or create any duty on the Distribution and part of Collagen or the satisfaction Collagen Board of the conditions that may only be satisfied at ClosingDirectors to waive or not waive any such condition.

Conditions to Distribution. (a) The Separation following shall be conditions to Chugai's obligation to effect the Distribution: (i) the Registration Statement shall have been completed substantially filed and declared effective by the Commission, and no suspension, withdrawal or stop-order shall be in accordance effect with respect thereto and no proceeding for that purpose shall have been instituted by the Separation Plan Commission; (other than those steps ii) Chugai shall be satisfied in its sole discretion that are expressly contemplated to occur at or after the time as of the Distribution)Distribution Date it will have no further liability or obligation whatsoever as a guarantor of Gen-Probe's Liabilities under the Note Agreement and the Gen-Probe Notes; (iii) the actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 3.01(d) shall have been taken and, where applicable, have become effective or been accepted; (iv) the Gen-Probe Common Stock to be distributed in the Distribution shall have been accepted for quotation and trading on the NASDAQ, on official notice of distribution; (v) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect; (vi) any material Consents and Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect; (vii) no other events or developments shall have occurred subsequent to the date hereof that, in the judgment of Chugai, would result in the Distribution having an adverse effect on Chugai or on the stockholders of Chugai; and (viii) this Agreement shall not have been terminated. (b) The shares foregoing conditions are for the sole benefit of SpinCo Common Stock deliverable in Chugai and shall not give rise to or create any duty on the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice part of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Chugai or Chugai's Board of Directors of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are waive or not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, waive such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn conditions or rescinded or modified in any respect adverse way limit Chugai's right to Post; and (e) Each of the conditions terminate this Agreement as set forth in Article IX or alter the consequences of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied any such termination from those specified in such Article or waived (other than those conditions that by their nature are to be satisfied at indemnified pursuant to Article IV for any matter. Any determination made by Chugai prior to the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.05 shall be satisfied at Closingconclusive.

Conditions to Distribution. Subject to Section 4.03, the Distribution shall be subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the following conditions, which satisfaction or waiver (to the extent permitted by applicable Law) shall be determined by the ANV Board in its sole discretion and which conditions are for the sole benefit of the ANV Board and shall not give rise to or create any duty on the part of ANV or the ANV Board to waive (to the extent permitted by applicable Law) or not waive any such condition: (a) The Separation ANV Meeting Resolution shall have been completed substantially in accordance with adopted by the Separation Plan (other than those steps that are expressly contemplated to occur requisite shareholder vote at or after the time general meeting of the Distribution)shareholders of ANV; (b) The board of directors of ATUS shall have declared a one-time dividend of $1,500,000,000 to the holders of the shares of SpinCo ATUS Common Stock deliverable in as of a record date prior to the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice of issuanceDate; (c) The Debt Exchange Each Transaction Document shall have been completed executed by each party thereto; (d) The Registration Statement shall have been declared effective by the SEC, no stop order suspending the effectiveness of the Registration Statement shall be in accordance effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) The prospectus prepared by ATUS in connection with this Agreement the Distribution for the purposes of Article 3 of Directive 2003/71/EC of the European Parliament and applicable Lawthe Council has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten); (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board The Second Amended and Restated Certificate of Directors Incorporation of Post (a copy of which ATUS shall have been furnished to BellRing) as to approved and adopted by the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance affirmative vote of the SpinCo Debt, and the consummation holders of a majority of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets aggregate voting power of Post are not less than its stated all outstanding shares of capital and (2) immediately after giving effect to the Separation, including the issuance stock of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”)ATUS, (ii) ATUS shall have mailed or cause to be mailed to its stockholders an Information Statement on Schedule 14C with respect to such Solvency Opinion approval and adoption and the 20-day waiting period under Regulation 14C shall be reasonably acceptable to Post in form and substance have elapsed, and (iii) such Solvency Opinion ATUS shall have filed or caused to be filed with the Secretary of State of the State of Delaware the Second Amended and Restated Certificate of Incorporation following the completion of the 20-day waiting period under Regulation 14C; (g) There shall not have been withdrawn be in effect any Law or rescinded any Governmental Order issued by a Governmental Authority of competent jurisdiction that enjoins or modified in any respect adverse to Postmakes illegal the Separation; and (ei) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing The Governmental Approvals set forth on Schedule 4.04(g)(i) shall have been satisfied or waived obtained and be in full force and effect, and (other than those conditions that by their nature are to be satisfied at ii) the Distribution Effective Time or at the Closing, but subject notices to the satisfaction or waiver of those conditions at such timeGovernmental Authorities set forth on Schedule 4.04(g)(ii) and the parties hereto shall have confirmed that the Closing will occur subject only been delivered to the Distribution each applicable Governmental Authority. (i) The Advisory and the satisfaction of the conditions that may only be satisfied at ClosingConsulting Services Agreement shall have been terminated.

Conditions to Distribution. (a) The Separation Odetics Board currently intends -------------------------- to effect the Distribution by December 31, 1997. Subject to any restrictions contained in the Underwriting Agreement, the Odetics Board shall have the sole discretion to determine the date of consummation of the Distribution at any time after the Closing Date and on or prior to December 31, 1997. Odetics shall be obligated to consummate the Distribution no later than December 31, 1997, subject to the satisfaction, or waiver by the Odetics Board in its sole discretion, of the conditions set forth below. In the event that any such condition shall not have been satisfied or waived on or before December 31, 1997, Odetics shall consummate the Distribution as promptly as practicable following the satisfaction or waiver of all such conditions. a. a private letter ruling from the Internal Revenue Service shall have been completed substantially obtained, and shall continue in accordance with effect, to the Separation Plan (effect that, among other than those steps that are expressly contemplated things, the Distribution will qualify as a tax free distribution for federal income tax purposes under Section 355 of the Code and will not result in the recognition of any gain to Odetics or Odetics' stockholders, and such ruling shall be in form and substance satisfactory to Odetics in its sole discretion; b. any material governmental approvals and consents necessary to consummate the Distribution shall have been obtained and be in full force and effect; c. no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect and no other event outside the control of Odetics shall have occurred or failed to occur at or after that prevents the time consummation of the Distribution);; and (b) The shares of SpinCo Common Stock deliverable d. no other events or developments shall have occurred subsequent to the date hereof that, in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice judgment of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (Odetics, would result in the Distribution having a copy material adverse effect on Odetics or on the stockholders of which shall have been furnished to BellRing) as to Odetics. The foregoing conditions are for the solvency sole benefit of SpinCo Odetics and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn give rise to or rescinded create any duty on the part of Odetics or modified in the Odetics Board of Directors to waive or not waive any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closingcondition.

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. These conditions are for the sole benefit of CSC and shall not give rise to or create any duty on the part of CSC or the Board to waive or not waive any such condition. (a) The Separation Board shall have, in its sole discretion, authorized and approved the Internal Reorganization and the Distribution and not withdrawn such authorization and approval, and shall have been completed substantially in accordance with declared the Separation Plan (other than those steps that are expressly contemplated dividend of Computer Sciences GS Common Stock to occur at or after the time of the Distribution)CSC stockholders; (b) Each Ancillary Agreement shall have been executed by each party thereto; (c) The shares of SpinCo Form 10 shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission; (d) The Computer Sciences GS Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (ce) On or prior to the Distribution Date, CSC shall have received a written opinion from Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, its tax counsel, in form and substance satisfactory to CSC (in its sole discretion) (the “Tax Opinion”), which shall remain in full force and effect, that, subject to the accuracy and completeness of the representations, warranties and covenants set forth in the representation letters from CSC and Computer Sciences GS accompanying such opinion, (i) the Internal Reorganization, taken together with the Distribution, should qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, (ii) CSC should recognize no gain or loss under Section 361(c) of the Code upon the Distribution and (iii) CSC’s stockholders should recognize no gain or loss under Section 355(a) of the Code upon the receipt of Computer Sciences GS Stock in the Distribution; (f) The Debt Exchange Internal Reorganization shall have been completed completed; (g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in accordance with this Agreement effect, and applicable Lawno other event outside the control of CSC shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (h) No other events or developments shall have occurred prior to the Effective Time that, in the judgment of the Board, would result in the Distribution having a material adverse effect on CSC or its stockholders; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (a copy of which The Information Statement shall have been furnished to BellRing) as mailed to the solvency holders of SpinCo CSC Common Stock as of the Record Date; (j) The actions and Postevents set forth in Section 3.2(b) and Section 3.2(c) shall have occurred; (k) Prior to the Effective Time, the Board shall have obtained written opinions from a nationally recognized valuation firm, in each case after giving effect form and substance satisfactory to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto underCSC, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form capital adequacy and substance solvency of each of CSC and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to Computer Sciences GS after giving pro forma effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction Special Dividend; and (l) 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, including, for the avoidance of doubt, the conditions that may only be satisfied at ClosingGovernmental Approvals and Consents contemplated by Sections 2.8 and 2.9.

Conditions to Distribution. (a) The consummation of the Distribution will be subject to the satisfaction, or waiver by ConocoPhillips in its sole and absolute discretion, of the conditions set forth in this Section 3.3 (a). Any determination by ConocoPhillips regarding the satisfaction or waiver of any of such conditions will be conclusive. (i) The Separation shall have been completed substantially in accordance with the Separation Plan Restructuring Steps Memorandum. (ii) ConocoPhillips will have received a private letter ruling from the U.S. Internal Revenue Service substantially to the effect that, among other than those steps things, the Contribution and the Distribution, if effected, taken together, will qualify as a transaction that are expressly contemplated is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. (iii) All Governmental Approvals necessary to consummate the Distribution shall have been obtained and be in full force and effect. (iv) The actions and filings necessary or appropriate under applicable securities laws in connection with the Distribution will have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority. (v) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the related transactions shall be in effect, and no other event outside the control of ConocoPhillips shall have occurred or failed to occur at or after that prevents the time consummation of the Distribution);Distribution or any of the related transactions. (bvi) A Registration Statement on Form 10 registering the ▇▇▇▇▇▇▇▇ 66 Common Stock (the “Form 10”) shall be effective under the Exchange Act, with no stop order in effect with respect thereto, and the Information Statement included therein (the “Information Statement”) shall have been mailed to ConocoPhillips’ stockholders as of the Record Date. (vii) The shares of SpinCo ▇▇▇▇▇▇▇▇ 66 Common Stock deliverable to be distributed to the ConocoPhillips stockholders in the Distribution as contemplated by this Agreement shall have been approved accepted for listing on the NYSE, subject to official notice of issuance;distribution. (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (eviii) Each of the conditions Ancillary Agreements shall have been duly executed and delivered by the parties thereto. (ix) No events or developments shall have occurred or exist that, in Article IX the judgment of this Agreement to Post’sthe ConocoPhillips Board, SpinCo’s in its sole and BellRing’s obligations absolute discretion, make it inadvisable to effect the Closing shall have been satisfied Distribution or waived (the other than those conditions that by their nature are to be satisfied at transactions contemplated hereby, or would result in the Distribution Effective Time or at the Closing, but subject other transactions contemplated hereby not being in the best interest of ConocoPhillips or its stockholders. (b) The foregoing conditions are for the sole benefit of ConocoPhillips and shall not give rise to or create any duty on the part of ConocoPhillips or the ConocoPhillips Board to waive or not waive such conditions or in any way limit ConocoPhillips’ right to terminate this Agreement as set forth in Article VI or alter the consequences of any such termination from those specified in such Article. Any determination made by the ConocoPhillips Board prior to the Distribution concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.3 shall be satisfied at Closingconclusive.

Conditions to Distribution. (a) The Separation shall have been completed substantially in accordance with Subject to Section 3.2, the Separation Plan (other than those steps that following are expressly contemplated conditions to occur at or after the time consummation of the Distribution); (b) . The shares conditions are for the sole benefit of SpinCo Common Stock deliverable in Parent and shall not give rise to or create any duty on the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice part of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to Parent or the Board of Directors of Post Parent to waive or not waive any such condition: (a copy of which a) The Form 10 shall have been furnished filed with the Commission for the purpose of registering the Subsidiary Common Stock under the Exchange Act, with no stop order in effect with respect thereto. (b) An information statement satisfying the requirements of Commission shall have been filed with the Commission and mailed to BellRingall holders of Parent Common Stock and Parent Common Stock Equivalents. (c) as All Government Approvals and other Consents necessary to consummate the solvency Distribution shall have been obtained and be in full force and effect, except for any such Government Approvals or Consents the failure of SpinCo and Postwhich to obtain would not have material adverse effect on the business, in each case after giving effect to operations or condition (financial or otherwise) of either Parent or Subsidiary. (d) No order, injunction or decree issued by any court or agency of competent jurisdiction preventing the Separation, including the issuance consummation of the SpinCo Debt, Distribution shall be in effect and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and. (e) Each The Board of the conditions in Article IX Directors of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing Parent shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) authorized and the parties hereto shall have confirmed that the Closing will occur subject only to approved the Distribution and not withdrawn such authorization and approval. (f) The Board of Directors of Parent shall not have reasonably determined in good faith that the satisfaction Distribution would not be permitted under the Delaware General Corporation Law, as amended. (g) Parent and Subsidiary shall have secured waivers and releases of all claims from the current Subsidiary employees with respect the Settled Liabilities. (h) Parent and Subsidiary shall have entered into an exchange agreement with Sovereign Partners, LP, pursuant to which, effective prior to the Record Date, Sovereign Partners will exchange all shares of Subsidiary Preferred Stock which it currently owns, for shares of Parent Common Stock. (i) Parent and Subsidiary shall have secured a waiver and release of claims from Southridge Capital Partners (“Southridge”), pursuant to which Southridge terminates and releases any security interest it may have in the technology of Subsidiary arising from the issuance by Parent to Southridge of Preferred Stock of Parent. (j) No other events or developments shall have occurred that, in the sole discretion of the conditions that may only be satisfied at ClosingBoard of Directors of Parent, would result in the Distribution having a material adverse effect on Parent, its stockholders or its creditors, or not being in the best interest of Parent, its stockholders and creditors.

Conditions to Distribution. The obligation of FNF to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by FNF, in its sole and absolute discretion, of each of the following conditions: (a) The Separation final approval of the Distribution shall have been completed substantially given by the Board of Directors of FNF, and the Board of Directors of FNF shall have declared the dividend of JAX Common Stock, each such action in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of the Distribution)its sole and absolute discretion; (b) The shares the 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 Information Statement or a notice of SpinCo the internet availability thereof shall have been mailed to FNF stockholders; (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 JAX Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (ce) The Debt Exchange no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Pre-Distribution Transactions or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been completed threatened or be in accordance effect; (f) FNF shall have received a tax opinion from KPMG LLP, in form and substance satisfactory to FNF, to the effect that the Distribution will qualify as a tax-free spin-off under Sections 368(a)(1)(D) and 355 of the Code; (g) FNF shall have established the Record Date and shall have given the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with this Agreement and applicable LawRule 10b-17 under the Exchange Act; (h) the Distribution will not violate or result in a breach of Law or any material agreement; (i) An independent nationally recognized appraisal firm all material Consents required in connection with the transactions contemplated hereby (that are not referred to in Section 3.3(c)) shall have been received and be in full force and effect; (j) each of the Pre-Distribution Transactions shall have been consummated in accordance with this Agreement; (k) the Ancillary Agreements shall have been duly executed and delivered an opinion and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with before the Effective Time; and (l) the Board of Directors of Post (a copy of which FNF shall have been furnished not determined (in its sole and absolute discretion) that any event or development shall have occurred or exists, or might occur or exist, that makes it inadvisable to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) . Each of the foregoing conditions is for the sole benefit of FNF and FNF may, in Article IX of this Agreement its sole and absolute discretion, determine whether to Post’swaive any such condition. Any determination made by FNF, SpinCo’s in its sole and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at absolute discretion, before the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.3 shall be satisfied at Closingconclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. The obligation of FNF to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by FNF, in its sole and absolute discretion, of each of the following conditions: (a) The Separation final approval of the Distribution shall have been completed substantially given by the Board of Directors of FNF, and the Board of Directors of FNF shall have declared the dividend of JAX Common Stock, each such action in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of the Distribution)its sole and absolute discretion; (b) The shares the 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 Information Statement or a notice of SpinCo the internet availability thereof shall have been mailed to FNF stockholders; (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 JAX Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (ce) The Debt Exchange no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Pre-Distribution Transactions or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been completed threatened or be in accordance effect; (f) FNF shall have received a tax opinion from KPMG LLP, in form and substance satisfactory to FNF, to the effect that the Distribution will qualify as a tax-free spin-off under Sections 368(a)(1)(D) and 355 of the Code; (g) FNF shall have established the Record Date and shall have given the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with this Agreement and applicable LawRule 10b-17 under the Exchange Act; (h) the Distribution will not violate or result in a breach of Law or any material agreement; (i) An independent nationally recognized appraisal firm all material Consents required in connection with the transactions contemplated hereby (that are not referred to in Section 3.3(c)) shall have been received and be in full force and effect; (j) each of the Pre-Distribution Transactions shall have been consummated in accordance with this Agreement; (k) the Ancillary Agreements shall have been duly executed and delivered an opinion and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with before the Effective Time; and (l) the Board of Directors of Post (a copy of which FNF shall have been furnished not determined (in its sole and absolute discretion) that any event or development shall have occurred or exists, or might occur or exist, that makes it inadvisable to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) . Each of the foregoing conditions is for the sole benefit of FNF and FNF may, in Article IX of this Agreement its sole and absolute discretion, determine whether to Post’swaive any such condition. Any determination made by FNF, SpinCo’s in its sole and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at absolute discretion, before the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.3 shall be satisfied at Closingconclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by the MetLife board of directors, or an applicable committee thereof, of the following conditions: (a) The Separation shall MetLife board of directors shall, in its sole and absolute discretion, have been completed substantially in accordance with authorized and approved the Corporate Reorganization, any other transfers and assumptions of liabilities contemplated by this Agreement, the Transaction Documents and any related agreements, the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of and the Distribution);, and shall not have withdrawn such authorization and approval. (b) The shares MetLife board of SpinCo directors shall have declared the dividend of Company Common Stock deliverable in to the Record Holders, such dividend to be paid to the Record Holders as part of the Distribution pursuant to the terms and conditions set forth herein. (c) The SEC shall have declared the Registration Statement on Form 10 in respect of the Distribution, of which the Information Statement is a part, effective under the Exchange Act, no stop order suspending the effectiveness of such Registration Statement on Form 10 shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC. (d) The notice of internet availability of the Information Statement shall have been mailed to MetLife’s stockholders as contemplated by this Agreement Section 3.2(c). (e) The applicable national securities exchange approved by the MetLife board of directors, or an applicable committee thereof, for listing of the Company Common Stock shall have been approved accepted the Company Common Stock for listing on NYSElisting, subject to official notice of issuance;. (cf) The Debt Exchange Corporate Reorganization shall have been completed completed. (g) The private letter ruling that MetLife received from the Internal Revenue Service regarding certain significant issues under the Code relating to the transaction will not have been revoked or modified in accordance any material respect as of the Closing Date. (h) MetLife shall have received an opinion from its Tax Advisor, in form and substance satisfactory to MetLife in its sole and absolute discretion, that, subject to the accuracy of and compliance with this Agreement certain representations, assumptions and applicable Law;covenants, the Distribution will qualify for non-recognition of gain or loss to MetLife and MetLife’s stockholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares. (i) An independent nationally recognized appraisal firm No order, injunction or decree that would prevent the consummation of the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of MetLife shall have delivered an opinion occurred or failed to the Board of Directors of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and occur that prevents the consummation of the Distribution, . (yj) that (1) immediately No other events or developments shall have occurred prior to any the Distribution effected as a Spin-Offthat, in the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance judgment of the SpinCo DebtMetLife board of directors, such or an applicable committee thereof, would result in the Distribution will not reduce its net assets below its stated capital, and having a material adverse effect on MetLife or the MetLife stockholders. (zk) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”The actions set forth in Sections 3.2(b), (iic), (g) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iiih) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing Section 3.3 shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closingcompleted.

Conditions to Distribution. Subject to Section 4.04, the consummation of the Distribution shall be subject to the satisfaction or waiver of the following conditions which satisfaction or waiver shall be determined by CS in its sole discretion and which conditions are for the sole benefit of the Cadbury plc Group and shall not give rise to or create any duty on the part of CS or the board of directors of CS to waive or not waive any such condition: (a) The Separation Form 10 shall have been completed substantially declared effective by the SEC, with no stop order in accordance effect with respect thereto, and the Separation Plan (other than those steps that are expressly contemplated Information Statement shall have been mailed to occur at or after the time holders of the Distribution)CS Ordinary Shares; (b) The shares of SpinCo DPS Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (c) The Debt Exchange Any Governmental Approvals and any Required Consents shall have been obtained and be in full force and effect; (d) The Scheme shall have been sanctioned by the Court and office copies of the Scheme Court Orders shall have been registered by the UK Registrar of Companies at Companies House; (e) The Cadbury plc Ordinary Shares shall have been (i) admitted to the official list of the UKLA and (ii) admitted to trading on the London Stock Exchange’s main market for listed Securities; (f) Cadbury plc shall have received the Court Order approving the Reduction and such Court Order shall have been delivered to the UK Registrar of Companies and been registered by him; (g) 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 transactions related thereto, including the transfers of Assets and Assumption of Liabilities contemplated by this Agreement, shall be in effect; (h) CS shall have completed in accordance with this Agreement and applicable Lawthe contribution/transfer of the Beverages Business to DPS; (i) An independent nationally recognized appraisal firm shall have delivered an opinion The financing transactions described in the Information Statement as having occurred prior to the Board of Directors of Post (a copy of which Distribution shall have been furnished to BellRing) as consummated on or prior to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, ; (yj) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion There shall not have been withdrawn occurred an event or rescinded development that, in the opinion of the board of directors of CS, in its sole and absolute discretion, would result in the Distribution having a material adverse effect on CS or modified in any respect adverse to Postof its Subsidiaries or CS’ shareholders; and (ek) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing The Ancillary Agreements shall have been satisfied or waived (other than those conditions that entered into by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closingapplicable Parties.

Conditions to Distribution. Subject to Section 3.4, the following are conditions to the consummation of the Distribution. The obligation of iGATE to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by iGATE, in its sole and absolute discretion, of each of the following conditions: (a) The Separation iGATE shall have been completed substantially enter into a distribution agent agreement with the Agent (the “Distribution Agent Agreement ”) providing for, among other things, (i) the payment of the Distribution to the holders of iGATE Common Stock in accordance with this Article III and the Separation Plan Distribution Agent Agreement, and (other than those steps that are expressly contemplated ii) the designation of Mastech as a third party beneficiary. iGATE and Mastech shall deliver to occur at or after the time Distribution Agent (i) book-entry transfer authorizations for all of the outstanding shares of Mastech Common Stock to be distributed in connection with the payment of the Distribution and (ii) all information required to complete the Distribution on the basis set forth herein and under the Distribution Agent Agreement. Following the Distribution Date, upon the request of the Distribution Agent, Mastech shall provide to the Distribution Agent book-entry transfer authorizations of Mastech Common Stock that the Distribution Agent shall require in order to further effect the Distribution);. (b) The shares of SpinCo Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto; (c) The Mastech Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSEthe AMEX, subject to official notice of issuancedistribution; (cd) The Debt Exchange On or prior to the Effective Time, all necessary actions shall be taken to adopt the form of certificate of incorporation and by-laws filed by Mastech with the Commission as exhibits to the Form 10. (e) On or prior to the Effective Time, iGATE and Mastech shall take all necessary action to cause Mastech to form its Board of Directors. (f) On or prior to the Effective Time, (i) iGATE shall cause all of its employees and any employees of its Affiliates who will become a Mastech Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the iGATE Group in which they serve, unless such person will continue as a director of iGATE after the Effective Time, and (ii) Mastech shall cause all of its employees and any employees of its Affiliates who will become an iGATE Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Mastech Group in which they serve, unless such person will continue as a director of Mastech after the Effective Time. No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution. (g) On or prior to the Effective Time, iGATE and Mastech shall enter into, and/or (where applicable) shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements. (h) iGATE shall have been completed obtained an opinion from ▇▇▇▇ ▇▇▇▇▇ LLP, its tax counsel, in accordance with this Agreement form and applicable Lawsubstance satisfactory to iGATE (in its sole discretion), substantially to the effect that the Distribution will qualify as tax-free for Federal income tax purposes under Section 355 of the Code; (i) An independent nationally recognized appraisal firm iGATE shall have delivered an obtained a solvency opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, Inc., in form and substance satisfactory to iGATE (in its sole discretion), which solvency opinion shall provide such firm’s opinion that Mastech will be solvent following the Distribution. (j) All permits, registrations and 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 obtained and be in full force and effect; and (k) 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 transactions related thereto, including the Transfer of Assets and assumption of Liabilities pursuant to Article II hereof, shall be in effect. Each of the foregoing conditions is for the sole benefit of iGATE and shall not give rise to or create any duty on the part of iGATE or the Board of Directors of Post (a copy of which shall have been furnished iGATE to BellRing) as waive or not waive any such condition. Any determination made by iGATE, in its sole and absolute discretion prior to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.5 shall be satisfied at Closingconclusive and binding on the Parties.

Conditions to Distribution. Parent shall consummate the Distribution no later than July 31, 2000 subject to the satisfaction, or waiver by the Parent's Board in its sole discretion, of the conditions set forth below: (a) The Separation the Letter Ruling shall have been completed substantially continue in accordance with effect that, among other things, the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Distribution);Code and the Distribution by Parent of Company Common Stock to stockholders of Parent will not result in recognition of any income, gain or loss for federal income tax purposes to Parent or Parent's stockholders. (b) The shares of SpinCo the Form 10 shall have become effective under the Exchange Act; (c) the Company Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSENasdaq, subject to official notice of issuance; (cd) The Debt Exchange Parent's Board of Directors shall be satisfied that the Distribution will be made out of surplus within the meaning of Section 170 of the General Corporation Law of the State of Delaware; (e) Parent's Board of Directors shall have approved the Distribution and shall not have abandoned, deferred or modified the Distribution at any time prior to the Record Date; (f) the separation of assets and liabilities referred to in Section 2.1 of this Agreement shall have been completed effected; (g) the Company's certificate of incorporation (the "Restated Company Charter") and bylaws, in accordance with this Agreement substantially the same forms attached as Exhibits A and applicable LawB, respectively, hereto shall be in effect; (h) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto; (i) An independent nationally recognized appraisal firm shall have delivered an opinion any material Governmental Approvals and Consents necessary to consummate the Board of Directors of Post (a copy of which Distribution shall have been furnished to BellRingobtained and be in full force and effect; (j) as the credit facilities pertaining to the solvency of SpinCo and Post, in each case after giving effect Company shall have been restructured or assigned to the Separation, including the issuance satisfaction of the SpinCo DebtParent, and Parent shall have been released from all guaranties and other obligations relating to the Company Business and the Company's credit facilities, medium term notes, commercial paper programs and other indebtedness except Parent shall continue its guarantee as reflected on the Reimbursement Agreement; (k) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Parent shall have occurred or failed to occur that prevents the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (el) Each no other events or developments shall have occurred that, in the judgment of the conditions Parent's Board, would result in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time having a material adverse effect on Parent or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closing.on

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. These conditions are for the sole benefit of CSC and shall not give rise to or create any duty on the part of CSC or the Board to waive or not waive any such condition. (a) The Separation Board shall have, in its sole discretion, authorized and approved the Internal Reorganization and the Distribution and not withdrawn such authorization and approval, and shall have been completed substantially in accordance with declared the Separation Plan (other than those steps that are expressly contemplated dividend of Computer Sciences GS Common Stock to occur at or after the time of the Distribution)CSC stockholders; (b) Each Ancillary Agreement shall have been executed by each party thereto; (c) The shares of SpinCo Form 10 shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission; (d) The Computer Sciences GS Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the [NYSE] / [Nasdaq], subject to official notice of issuance; (ce) On or prior to the Distribution Date, CSC shall have received a written opinion from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, its tax counsel, in form and substance satisfactory to CSC (in its sole discretion) (the “Tax Opinion”), which shall remain in full force and effect, that, subject to the accuracy and completeness of the representations, warranties and covenants set forth in the representation letters from CSC and Computer Sciences GS accompanying such opinion, (i) the Internal Reorganization, taken together with the Distribution, should qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, (ii) CSC should recognize no gain or loss under Section 361(c) of the Code upon the Distribution and (iii) CSC’s stockholders should recognize no gain or loss under Section 355(a) of the Code upon the receipt of Computer Sciences GS Stock in the Distribution; (f) The Debt Exchange Internal Reorganization shall have been completed completed; (g) No order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be in accordance with this Agreement effect, and applicable Lawno other event outside the control of CSC shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (h) No other events or developments shall have occurred prior to the Effective Time that, in the judgment of the Board, would result in the Distribution having a material adverse effect on CSC or its stockholders; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (a copy of which The Information Statement shall have been furnished to BellRing) as mailed to the solvency holders of SpinCo CSC Common Stock as of the Record Date; (j) The actions and Postevents set forth in Section 3.2(b) and Section 3.2(c) shall have occurred; (k) Prior to the Effective Time, the Board shall have obtained written opinions from a nationally recognized valuation firm, in each case after giving effect form and substance satisfactory to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto underCSC, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form capital adequacy and substance solvency of each of CSC and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to Computer Sciences GS after giving pro forma effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction Special Dividend; and (l) 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, including, for the avoidance of doubt, the conditions that may only be satisfied at ClosingGovernmental Approvals and Consents contemplated by Sections 2.8 and 2.9.

Conditions to Distribution. The obligation of Belo to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by Belo, in its sole and absolute discretion, of each of the following conditions: (a) The Separation final approval of the Distribution shall have been completed substantially given by the Board of Directors of Belo, and the Board of Directors of Belo shall have declared the dividend of Newspaper Holdco Common Stock, each such action in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of the Distribution)its sole and absolute discretion; (b) The shares the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no suspension, withdrawal or stop-order in effect with respect thereto and no proceeding for that purpose shall have been instituted by the SEC; (c) the Information Statement shall have been mailed to Belo shareholders, which for purposes of SpinCo this Section 3.03(c) includes electronic delivery where not prohibited by Law; (d) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky 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 shall have been taken, obtained and, where applicable, have become effective or been accepted, each as the case may be; (e) the NYSE shall have approved the Series A Newspaper Holdco Common Stock deliverable Stock, including the Preferred Share Purchase Rights attached thereto, to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSElisting, subject to official notice of issuance; (cf) The Debt Exchange no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which remains in effect, preventing the consummation of the Separation or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been completed threatened or be in accordance effect; (g) Belo shall have received a tax opinion from L▇▇▇▇ Lord B▇▇▇▇▇▇ L▇▇▇▇▇▇ LLP, in form and substance satisfactory to Belo, to the effect that the distribution of Newspaper Holdco’s Common Stock will qualify as a distribution that is tax free under Section 355 of the Code, and the private letter ruling issued to Belo by the Internal Revenue Service regarding the tax free status of the transactions contemplated hereunder shall be in form and substance satisfactory to Belo and shall not have been revoked or materially amended; (h) Belo shall have established the Record Date and shall have given the NYSE not less than ten days’ advance notice of the Record Date in compliance with this Agreement and applicable LawRule 10b-17 under the Exchange Act; (i) An independent nationally recognized appraisal firm Belo’s Board of Directors shall have concluded, based on advice from internal and external legal counsel, in its sole and absolute discretion, that the Distribution will not violate or result in a breach of Law or any material agreement; (j) all material Consents and approvals of Governmental Authorities required in connection with the transactions contemplated hereby shall have been received and be in full force and effect; (k) the Separation and Recapitalization shall have been consummated in accordance with this Agreement; (l) the Ancillary Agreements shall have been duly executed and delivered an opinion and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective Time; (m) the Certificate of Incorporation shall have been filed with the Secretary of State of Delaware and be in full force and effect and the Bylaws of Newspaper Holdco shall be in full force and effect; and (n) no other events or developments have occurred subsequent to the date of this Agreement that, in the judgment of the Board of Directors of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo and PostBelo, would result in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than transactions contemplated by this Agreement having an adverse effect on Belo or its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) shareholders. Each of the foregoing conditions is for the sole benefit of Belo and Belo may, in Article IX of this Agreement its sole and absolute discretion, determine whether to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived waive any such condition (other than those conditions that Section 3.03(j) (as to any material Consent from a Governmental Authority)). Any determination made by their nature are Belo, in its sole and absolute discretion, prior to be satisfied at the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.03 shall be satisfied at Closingconclusive and binding on the Parties. Each Party will use commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. The obligation of Belo to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by Belo, in its sole and absolute discretion, of each of the following conditions: (a) The Separation final approval of the Distribution shall have been completed substantially given by the Board of Directors of Belo, and the Board of Directors of Belo shall have declared the dividend of Newspaper Holdco Common Stock, each such action in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of the Distribution)its sole and absolute discretion; (b) The shares the Registration Statement shall have been filed with, and declared effective by, the SEC, and there shall be no suspension, withdrawal or stop-order in effect with respect thereto and no proceeding for that purpose shall have been instituted by the SEC; (c) the Information Statement shall have been mailed to Belo shareholders, which for purposes of SpinCo this Section 3.03(c) includes electronic delivery where not prohibited by Law; (d) the actions and filings necessary or appropriate under applicable federal and state securities laws and state blue sky 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 shall have been taken, obtained and, where applicable, have become effective or been accepted, each as the case may be; (e) the NYSE shall have approved the Series A Newspaper Holdco Common Stock deliverable Stock, including the Preferred Share Purchase Rights attached thereto, to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSElisting, subject to official notice of issuance; (cf) The Debt Exchange no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition, which remains in effect, preventing the consummation of the Separation or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been completed threatened or be in accordance effect; (g) Belo shall have received a tax opinion from ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to Belo, to the effect that the distribution of Newspaper Holdco’s Common Stock will qualify as a distribution that is tax free under Section 355 of the Code, and the private letter ruling issued to Belo by the Internal Revenue Service regarding the tax free status of the transactions contemplated hereunder shall be in form and substance satisfactory to Belo and shall not have been revoked or materially amended; (h) Belo shall have established the Record Date and shall have given the NYSE not less than ten days’ advance notice of the Record Date in compliance with this Agreement and applicable LawRule 10b-17 under the Exchange Act; (i) An independent nationally recognized appraisal firm Belo’s Board of Directors shall have concluded, based on advice from internal and external legal counsel, in its sole and absolute discretion, that the Distribution will not violate or result in a breach of Law or any material agreement; (j) all material Consents and approvals of Governmental Authorities required in connection with the transactions contemplated hereby shall have been received and be in full force and effect; (k) the Separation and Recapitalization shall have been consummated in accordance with this Agreement; (l) the Ancillary Agreements shall have been duly executed and delivered an opinion and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with prior to the Effective Time; (m) the Certificate of Incorporation shall have been filed with the Secretary of State of Delaware and be in full force and effect and the Bylaws of Newspaper Holdco shall be in full force and effect; and (n) no other events or developments have occurred subsequent to the date of this Agreement that, in the judgment of the Board of Directors of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo and PostBelo, would result in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than transactions contemplated by this Agreement having an adverse effect on Belo or its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) shareholders. Each of the foregoing conditions is for the sole benefit of Belo and Belo may, in Article IX of this Agreement its sole and absolute discretion, determine whether to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived waive any such condition (other than those conditions that Section 3.03(j) (as to any material Consent from a Governmental Authority)). Any determination made by their nature are Belo, in its sole and absolute discretion, prior to be satisfied at the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.03 shall be satisfied at Closingconclusive and binding on the Parties. Each Party will use commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. The obligations of the parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by the Kraft Foods Board, of the following conditions: (a) The Separation shall Kraft Foods Board shall, in its sole and absolute discretion, have been completed substantially in accordance with authorized and approved the Separation Plan (other than those steps that are expressly contemplated to occur at or after and the time of the Distribution);Distribution and not withdrawn such authorization and approval. (b) The shares Kraft Foods Board shall have declared the dividend of SpinCo GroceryCo Common Stock deliverable in to the Distribution as contemplated by this Agreement Record Holders. (c) The SEC shall have been declared the Form 10 effective under the Exchange Act, no stop order suspending the effectiveness of the Form 10 shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC. (d) NASDAQ or another national securities exchange approved by the Kraft Foods Board shall have accepted the GroceryCo Common Stock for listing on NYSElisting, subject to official notice of issuance;. (ce) The Debt Exchange Internal Reorganization shall have been completed completed. (f) The private letter ruling that Kraft Foods Inc. received from the Internal Revenue Service (“IRS”), to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants (i) the Contribution and Internal Distribution will qualify for non-recognition of gain or loss to SnackCo and GroceryCo pursuant to Sections 368 and 355 of the Code (except to the extent the IRS generally will not rule on certain transfers of intellectual property, which will be covered solely by the opinion of Kraft Foods Inc.’s Tax Advisor) and (ii) the Distribution will qualify for non-recognition of gain or loss to Kraft Foods Inc. and the Kraft Foods Shareholders pursuant to Section 355 of the Code, except to the extent of cash received in accordance lieu of fractional shares, will not have been revoked or modified in any material respect as of the Distribution Date. (g) Kraft Foods Inc. shall have received an opinion from its Tax Advisor, in form and substance satisfactory to Kraft Foods Inc. in its sole and absolute discretion, that, subject to the accuracy of and compliance with this Agreement certain representations, assumptions and applicable Law;covenants, (i) the Contribution and Internal Distribution will qualify for non-recognition of gain or loss to Kraft Foods Inc. and GroceryCo pursuant to Sections 368 and 355 of the Code and (ii) the Distribution will qualify for non-recognition of gain or loss to Kraft Foods Inc. and the Kraft Foods Shareholders pursuant to Section 355 of the Code, except to the extent of cash received in lieu of fractional shares. (h) Kraft Foods Inc. shall have received an advance income tax ruling from the Canada Revenue Agency (“CRA”), in form and substance satisfactory to Kraft Foods Inc. in its sole and absolute discretion, to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants and based on the current provisions of the Income Tax Act (Canada) (the “Canadian Tax Act”), the separation of the assets and liabilities in Canada held in connection with the SnackCo Business from the assets and liabilities in Canada held in connection with the GroceryCo Business will be treated for purposes of the Canadian Tax Act as resulting in a “butterfly” reorganization with no material Canadian federal income tax payable by SnackCo’s Canadian subsidiary, GroceryCo’s Canadian subsidiary or their respective shareholders, and that advance income tax ruling will remain in effect as of the Distribution Date. (i) An independent nationally recognized appraisal firm The Kraft Foods Board shall have delivered received an opinion from Evercore Partners, in form and substance reasonably satisfactory to the Board Kraft Foods Board, with respect to the capital adequacy and solvency of Directors each of Post SnackCo and GroceryCo immediately after the Distribution. (a copy j) No order, injunction or decree that would prevent the consummation of which the Distribution shall be threatened, pending or issued (and still in effect) by any Governmental Authority of competent jurisdiction, no other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect, and no other event outside the control of Kraft Foods Inc. shall have been furnished occurred or failed to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and occur that prevents the consummation of the Distribution, . (yk) that (1) immediately No other events or developments shall have occurred prior to any the Distribution effected as a Spin-Offthat, in the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance judgment of the SpinCo DebtKraft Foods Board, such would result in the Distribution will not reduce its net assets below its stated capital, and having a material adverse effect on Kraft Foods Inc. or the Kraft Foods Shareholders. (zl) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”The actions set forth in Sections 3.1(b), (iic), (g), (h) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iiii) such Solvency Opinion shall have been completed. The foregoing conditions may only be waived by the Kraft Foods Board, in its sole and absolute discretion, are for the sole benefit of Kraft Foods Inc. and shall not have been withdrawn give rise to or rescinded create any duty on the part of the Kraft Foods Board to waive or modified not waive such conditions or in any respect adverse to Post; and (e) Each way limit the right of the conditions in Article IX termination of this Agreement set forth in Section 8.3 or alter the consequences of any such termination from those specified in Section 8.3. Any determination made by the Kraft Foods Board prior to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.2 shall be satisfied at Closingconclusive.

Conditions to Distribution. The obligation of FNF to consummate the Distribution is subject to the prior or simultaneous satisfaction, or waiver by FNF, in its sole and absolute discretion, of each of the following conditions: (a) The Separation final approval of the Distribution shall have been completed substantially given by the Board of Directors of FNF, and the Board of Directors of FNF shall have declared the dividend of JAX Common Stock, each such action in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time of the Distribution)its sole and absolute discretion; (b) The shares the 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 Information Statement or a notice of SpinCo the internet availability thereof shall have been mailed to FNF stockholders; (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 JAX Common Stock deliverable to be delivered in the Distribution as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance; (ce) The Debt Exchange no order, injunction or decree issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Pre-Distribution Transactions or the Distribution or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall have been completed threatened or be in accordance effect; (f) FNF shall have received a tax opinion from KPMG LLP, in form and substance satisfactory to FNF, to the effect that the Distribution will qualify as a tax-free spin-off under Sections [368(a)(1)(D) and] 355 of the Code; (g) FNF shall have established the Record Date and shall have given the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with this Agreement and applicable LawRule 10b-17 under the Exchange Act; (h) the Distribution will not violate or result in a breach of Law or any material agreement; (i) An independent nationally recognized appraisal firm all material Consents required in connection with the transactions contemplated hereby (that are not referred to in Section 3.3(c)) shall have been received and be in full force and effect; (j) each of the Pre-Distribution Transactions shall have been consummated in accordance with this Agreement; (k) the Ancillary Agreements shall have been duly executed and delivered an opinion and such agreements shall be in full force and effect and the parties thereto shall have performed or complied with all of their respective covenants, obligations and agreements contained herein and therein and as required to be performed or complied with before the Effective Time; and (l) the Board of Directors of Post (a copy of which FNF shall have been furnished not determined (in its sole and absolute discretion) that any event or development shall have occurred or exists, or might occur or exist, that makes it inadvisable to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) . Each of the foregoing conditions is for the sole benefit of FNF and FNF may, in Article IX of this Agreement its sole and absolute discretion, determine whether to Post’swaive any such condition. Any determination made by FNF, SpinCo’s in its sole and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at absolute discretion, before the Distribution Effective Time or at the Closing, but subject to concerning the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction any or all of the conditions that may only set forth in this Section 3.3 shall be satisfied at Closingconclusive and binding on the Parties. Each Party will use good faith efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the foregoing conditions.

Conditions to Distribution. The obligation of JS Global to effect the Distribution pursuant to this Agreement shall be subject to the prior or simultaneous satisfaction, or, to the extent permitted by applicable Law, waiver by JS Global, in its sole and absolute discretion, after consulting in good faith with ▇▇▇▇▇▇▇▇▇▇ and after reasonably considering the views of SharkNinja (which SharkNinja shall promptly provide in good faith), of the following conditions: (a) The Separation the Internal Reorganization shall have been completed substantially in accordance with the Separation Plan (other than those any of such steps that are expressly contemplated to occur at or after the time of the Distribution); (b) The shares of SpinCo Common Stock deliverable all Distribution Disclosure Documents filed in connection with the Distribution as contemplated shall be effective under the Securities Act, no stop order relating to the Distribution Disclosure Documents will be in effect, no proceedings seeking such stop order shall be pending before or threatened by this Agreement the Commission, and the requisite information shall have been distributed to the JS Global Shareholders; (c) the Stock Exchange shall have approved for listing on NYSEthe Stock Exchange Listing Application, subject to official notice of issuance; (cd) The Debt Exchange this agreement and each of the Ancillary Agreements shall have been completed in accordance with this Agreement duly executed and applicable Lawdelivered by the parties thereto; (ie) An independent nationally recognized appraisal firm shall have delivered an opinion the actions and filings with regard to state securities and “blue sky” Laws of states or other political subdivisions of the Board of Directors of Post United States (a copy of which and any comparable Laws under any foreign jurisdictions) described in Section 3.1(b) shall have been furnished taken and, where applicable, have become effective or been accepted; (f) no order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be pending, issued or in effect, and no other event outside the control of the Parties shall have occurred or failed to BellRing) as to occur that prevents the solvency consummation of SpinCo and Post, in each case after giving effect to all or any portion of the SeparationDistribution or any related transactions contemplated hereby, including the issuance Internal Reorganization; (g) the JS Global Board shall have approved the Distribution and shall have not determined, in the sole and absolute judgment of the SpinCo DebtJS Global Board, that any events or developments shall have occurred that make it inadvisable to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or the consummation Ancillary Agreements or would result in the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or the Ancillary Agreements not being in the best interest of JS Global or the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to PostJS Global Shareholders; and (eh) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing JS Global Shareholder Approval shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver of those conditions at such time) and the parties hereto shall have confirmed that the Closing will occur subject only to the Distribution and the satisfaction of the conditions that may only be satisfied at Closingobtained.

Conditions to Distribution. (a) 1.2.1 The Separation shall have been completed substantially in accordance with the Separation Plan (other than those steps that are expressly contemplated to occur at or after the time obligations of the Distribution); (b) The shares of SpinCo Common Stock deliverable in the Distribution as contemplated by this Agreement shall have been approved for listing on NYSE, subject to official notice of issuance; (c) The Debt Exchange shall have been completed in accordance with this Agreement and applicable Law; (i) An independent nationally recognized appraisal firm shall have delivered an opinion to the Board of Directors of Post (a copy of which shall have been furnished to BellRing) as to the solvency of SpinCo and Post, in each case after giving effect to the Separation, including the issuance of the SpinCo Debt, and the consummation of the Distribution, (y) that (1) immediately prior to any Distribution effected as a Spin-Off, the net assets of Post are not less than its stated capital and (2) immediately after giving effect to the Separation, including the issuance of the SpinCo Debt, such Distribution will not reduce its net assets below its stated capital, and (z) to the extent any Distribution is effected as an Exchange Offer, Post will have sufficient surplus party hereto to consummate the Exchange Offer (with the terms “solvency,” “net assets,” “stated capital” and “surplus” having the meaning ascribed thereto under, with respect to SpinCo, Delaware law or, with respect to Post, Missouri law) (the “Solvency Opinion”), (ii) such Solvency Opinion shall be reasonably acceptable to Post in form and substance and (iii) such Solvency Opinion shall not have been withdrawn or rescinded or modified in any respect adverse to Post; and (e) Each of the conditions in Article IX of this Agreement to Post’s, SpinCo’s and BellRing’s obligations to effect the Closing shall have been satisfied or waived (other than those conditions that by their nature Distribution are to be satisfied at the Distribution Effective Time or at the Closing, but subject to the satisfaction or waiver by Yellow in its sole discretion of each of the following conditions: (i) the simultaneous execution, delivery, and performance as required of each of the following: (a) this Agreement; (b) the Tax Sharing Agreement; (c) the execution by both Yellow and SCST of those conditions at such timecertain Debt Agreements listed in paragraph 1.2.1 of the disclosure letter from Yellow to SCST dated the date hereof (the "Disclosure Letter") on or before the Distribution Date, in form, substance and amount satisfactory to Yellow, reflecting the parties hereto payment by SCST to Yellow on or before the Distribution Date of a cash dividend or repayment of intercompany indebtedness or a combination of the foregoing (together, the "Yellow Payment") in the approximate amount of $115 million; (ii) the Registration Statement shall have confirmed 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 admitted for trading on The Nasdaq National Market, on official notice of distribution; (v) no order, injunction or decree issued by any Government Authority or other legal restraint or prohibition preventing the consummation of the Distribution or any of the 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 Closing Distribution will occur subject only to 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 satisfaction 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 conditions that may only 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 Distribution having a material adverse effect on Yellow or its stockholders; (xiii) Yellow's Board of Directors shall be satisfied at Closingthat each of Yellow and SCST will be solvent following the Distribution; and (xiv) SCST shall have made the Yellow Payment.