Common use of Conditions to Distribution Clause in Contracts

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the consummation of the Distribution. The conditions are for the sole benefit of ▇▇▇▇▇▇▇ International and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ International or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions: (a) The Form 10 and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share Owners; (b) The ▇▇▇▇▇▇▇ Electronics Common Shares to be delivered in the Distribution shall have been approved for listing on the NASDAQ, subject to official notice of distribution; (c) ▇▇▇▇▇▇▇ International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause ▇▇▇▇▇▇▇ International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire ▇▇▇▇▇▇ ▇▇▇▇▇ (US) LLP, its tax counsel, in form and substance satisfactory to ▇▇▇▇▇▇▇ International, to the effect that the Distribution satisfies the requirements to qualify as a tax-free transaction for U.S. federal income tax purposes to ▇▇▇▇▇▇▇ International and to ▇▇▇▇▇▇▇ International’s Share Owners under Section 355 of the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares); (d) Prior to the Distribution Date, the Board shall have obtained advice from its investment banker, in form and substance satisfactory to ▇▇▇▇▇▇▇ International, with respect to the capital adequacy and solvency of each of ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronics; (e) Reserved; (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, threatened, issued or in effect, and no other event shall have occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (g) No other events or developments shall have occurred or failed to occur that, in the judgment of the Board, would result in the Distribution having a material adverse effect on ▇▇▇▇▇▇▇ International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of ▇▇▇▇▇▇▇ International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of ▇▇▇▇▇▇▇ International issued and outstanding is less than 15% of the aggregate of all shares of ▇▇▇▇▇▇▇ International Common Stock issued and outstanding thereby causing, pursuant to ▇▇▇▇▇▇▇ International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”); (j) ▇▇▇▇▇▇▇ International shall have taken all necessary action, in the judgment of the Board, to cause ▇▇▇▇▇▇▇ Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as ▇▇▇▇▇▇▇ Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement and each of the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement and the other Ancillary Agreements shall have been executed by each party.

Conditions to Distribution. Subject to Section 4.3, the following are conditions to the The consummation of the Distribution. The conditions are for Distribution will be subject to the satisfaction, or waiver by SGI in its sole benefit of ▇▇▇▇▇▇▇ International and shall not give rise to or create any duty on the part of ▇▇▇▇▇▇▇ International or the Board to waive or not waive any such condition. Each Party will use its commercially reasonable efforts to keep the other Party apprised of its efforts with respect toabsolute discretion, and the status of, each of the following conditions: (a) The Form 10 SGI board of directors has authorized and the Information Statement attached thereto shall have been declared effective by the Commission, no stop order suspending the effectiveness thereof shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and a notice of internet availability of the Information Statement, shall have been mailed to the Share Owners; (b) The ▇▇▇▇▇▇▇ Electronics Common Shares to be delivered in approved the Distribution shall have been approved for listing on the NASDAQ, subject to official notice and related transactions and declared a dividend of distribution; (c) ▇▇▇▇▇▇▇ International shall have obtained (i) a ruling from the Internal Revenue Service that the Stock Unification (as defined in Section 4.4(i) below) will not cause ▇▇▇▇▇▇▇ International to recognize income or gain as a result of the Distribution; and (ii) an opinion of Squire A-Mark ▇▇▇▇▇▇ ▇▇▇ck to SGI stockholders; (b) The Tax Separation Agreement between A-Mark ▇▇▇ SGI has been duly executed and delivered; (USc) LLPThe Securities and Exchange Commission has declared effective the A-Mark ▇▇▇istration Statement on Form S-1 (“Registration Statement”), under the Securities Act, no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the SEC; (d) The A-Mark ▇▇▇▇▇▇ ▇▇▇ck has been accepted for listing on the NASDAQ Global Select Market, subject to official notice of issuance; (e) SGI has received the written opinion of its tax counsel, in form and substance satisfactory reasonably acceptable to ▇▇▇▇▇▇▇ InternationalSGI, to the effect that the Distribution satisfies the requirements to will qualify as a tax-free transaction under Section 355 of the Internal Revenue Code, and that for U.S. federal income tax purposes to ▇purposes, (i) no gain or loss will be recognized by SGI upon the distribution of the A-Mark ▇▇▇▇▇▇ International ▇▇▇ck in the Distribution, and to ▇(ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of SGI Common Stock upon the receipt of shares of the A-Mark ▇▇▇▇▇▇ International’s Share Owners under Section 355 of ▇▇▇ck in the Code (except for cash payments made to Share Owners in lieu of fractional shares that will generally result in taxable gain or loss to such Share Owners equal to the difference between the amount of cash received and the tax basis allocable to the fractional shares)Distribution; (df) Prior to the Distribution Date, the Board shall have obtained advice SGI has received a written solvency opinion from its investment bankera financial advisor, in form and substance satisfactory to ▇▇▇▇▇▇▇ International, with respect acceptable to the capital adequacy SGI, regarding the effect of the Distribution and solvency of each of ▇▇▇▇▇▇▇ International and ▇▇▇▇▇▇▇ Electronicsrelated transactions; (eg) Reserved; (f) No There is no order, injunction or decree issued by any Governmental Entity Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of all or any portion of the Distribution shall be pending, threatened, issued or in effectDistribution, and no other event shall have outside the control of SGI has occurred or failed to occur that prevents the consummation of all or any portion of the Distribution; (gh) No other events or developments shall have occurred or failed prior to occur the Distribution that, in the judgment of the Boardboard of directors of SGI, would result in the Distribution having a material adverse effect on SGI or the stockholders of SGI. (i) The Prospectus has been made available to the holders of SGI Common Stock as of the Record Date; (j) The individuals listed in the Prospectus as members of the A-Mark ▇▇▇t-Distribution board of directors have been duly elected, so that they will be the members of the A-Mark ▇▇▇rd of directors immediately after the Distribution; (k) Each individual who is an officer or director of SGI immediately prior to the Distribution, and who will be an officer or director of A-Mark ▇▇▇ediately after the Distribution, has tendered to SGI his or her resignation, effective upon the deregistration of the SGI shares under the Securities Exchange Act, other than Greg▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇o will remain an officer and director of SGI, and Caro▇ ▇▇▇▇▇▇▇, ▇▇o will remain an officer and will become a director of SGI (however, Mr. ▇▇▇▇▇▇▇ International or its Share Owners; (h) The financing transactions described in “Description of Material Indebtedness” and elsewhere in the Information Statement as having occurred prior to the Distribution shall have been consummated prior to the time of the Distribution; (i) A sufficient number of holders of ▇▇▇ Ms. ▇▇▇▇▇▇▇ International’s Class A common stock shall have converted their shares of Class A common stock into Class B common stock such that the percentage of Class A common stock of ▇▇▇▇l be employees of A-Mark ▇▇▇ International issued and outstanding is less than 15% will not be employees of the aggregate of all shares of ▇▇▇▇▇▇▇ International Common Stock issued and outstanding thereby causing, pursuant to ▇▇▇▇▇▇▇ International’s Amended and Restated Articles of Incorporation, the elimination of all distinctions between such classes of stock (the “Stock Unification”SGI); (j) ▇▇▇▇▇▇▇ International shall have taken all necessary action, in the judgment of the Board, to cause ▇▇▇▇▇▇▇ Electronics’ Board of Directors to consist of the individuals identified in the Information Statement as ▇▇▇▇▇▇▇ Electronics’ directors; (k) The Board shall have approved the Distribution, which approval may be given or withheld at its absolute and sole discretion; and (l) This Agreement The A-Mark ▇▇▇tificate of Incorporation and A-Mark ▇▇▇aws, each in substantially the form filed as an exhibit to the Registration Statement, will be in effect. The fulfillment of these conditions shall not create any obligation on the part of SGI to effect the Distribution. Even if all the conditions are satisfied, at any time prior to the Distribution, the board of directors of SGI may determine, in its sole discretion, that the Distribution is not in the best interests of SGI or its shareholders, or that market conditions are such that it is not advisable to effect the Distribution, or it may determine to abandon the Distribution for another reason. In addition, SGI may at any time until the Distribution decide to modify or change the terms of the Tax Matters AgreementDistribution, including by delaying the Employee Matters Agreement, timing of the Transition Services Agreement and consummation of the other Ancillary Agreements shall have been executed by each partyDistribution.