Common use of Conditions to the Distribution Clause in Contracts

Conditions to the Distribution. In no event will the Distribution occur prior to such time as each of the following conditions shall have been satisfied or shall have been waived by the Conexant Board: (a) the Conexant Board shall be reasonably satisfied that, after giving effect to the Contribution, (i) Conexant will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (ii) Conexant's surplus would be sufficient to permit, without violation of Section 170 of the Delaware General Corporation Law, the Distribution; (b) no order, ruling, injunction or decree issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing consummation of the Contribution or the Distribution shall be in effect; (c) no suit, action or proceeding by or before any court of competent jurisdiction or other Governmental Entity shall have been commenced and be pending to restrain or challenge the Contribution or the Distribution; and (d) each condition to the closing of the Merger Agreement set forth in Article VIII thereof, other than the condition set forth in Section 8.1(i) thereof as to the consummation of the Contribution and the Distribution, shall have been fulfilled or waived by the party for whose benefit such condition exists. Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to cause the conditions set forth in this Section 3.03 to be satisfied as promptly as reasonably practicable; provided that no party will be required to waive any condition.

Conditions to the Distribution. In no event will The obligations of Burgundy pursuant to this Agreement to effect the Distribution occur will be subject to the fulfillment (or waiver by Burgundy) at or prior to such time as each the Distribution Date of the following conditions shall have been satisfied or shall have been waived by the Conexant Boardconditions: (a) the Conexant Board shall be reasonably satisfied that, after giving effect to the Contribution, (i) Conexant will not be insolvent and will not have unreasonably small capital with which to engage in its businesses and (ii) Conexant's surplus would be sufficient to permit, without violation of Section 170 of the Delaware General Corporation Law, the DistributionSpinco Reorganization has been consummated; (b) no order, ruling, injunction or decree issued the Recapitalization shall have occurred on the terms contemplated by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing consummation of this Agreement and the Contribution or Merger Agreement and Burgundy shall have received the Distribution shall be in effectSpecial Distribution; (c) no suit, action or proceeding by or before any court of competent jurisdiction or other Governmental Entity Burgundy and Spinco shall have received the IRS D Reorganization Ruling and the IRS Debt Exchange Ruling, each in form and substance reasonably satisfactory to Burgundy and Spinco, and such rulings shall continue to be valid and in full force and effect (and, for the avoidance of doubt, such rulings shall not have been commenced invalidated, modified or otherwise affected by any change in any Law on or after the date such rulings were issued by the IRS); (d) Burgundy shall have received the Distribution Tax Opinion; (e) Burgundy and Spinco shall have prepared and mailed to the holders of record of Burgundy Common Stock such information concerning Spinco, its business, operations and management, the Distribution and such other matters as Burgundy shall determine and as may otherwise be pending to restrain or challenge the Contribution or the Distributionrequired by Law; and (df) each condition of the conditions to Burgundy’s obligation to effect the closing of transactions contemplated in the Merger Agreement set forth in Article VIII thereof, other than the condition set forth in Section 8.1(i) thereof as to the consummation of the Contribution and the Distribution, shall have been fulfilled satisfied or waived (other than those conditions that by their nature are to be satisfied at the party for whose benefit such condition exists. Subject to the terms Distribution Date and conditions of this Agreement, each party will use its reasonable best efforts to cause other than the conditions set forth in this Section 3.03 to be satisfied as promptly as reasonably practicable; provided that no party will be required to waive any condition9.1(a) of the Merger Agreement).