Common use of Distribution Conditions Clause in Contracts

Distribution Conditions. The completion of the Distribution shall be subject to the performance of the following conditions: (i) SEC shall have declared the effectiveness of the Form 20-F and no order suspending the effectiveness of the Form 20-F shall be in effect or being analyzed by SEC; (ii) the information shall have been submitted to the holders of the CBD’s shares and ADRs, subject to the proper disclosure by the means defined by the applicable Laws in force; (iii) the Corporate Reorganization shall have been validly implemented; (iv) all approvals or notices by any Governmental Authorities deemed necessary for the performance of the Distribution shall have been obtained; (v) no Order shall have been issued and no other legal restriction or prohibition that prevents the completion of the Business Separation, the Distribution or any transaction set forth in this Agreement or the other Transaction Documents shall be in force; and (vi) no other event or fact shall exist or shall have taken place that, based on the opinion and exclusive discretion of the CBD’s Board of Directors, would make the Business Separation, the Distribution or any transaction set forth in this Agreement or the other Transaction Documents not advisable. 6.2.1. The abovementioned conditions are exclusively to the CBD’s benefit and shall not originate or create any obligation by CBD or the CBD’s Board of Directors to waive or not waive any such condition, or otherwise limit the CBD’s right to terminate this Agreement. Any resolution undertaken by the CBD’s Board of Directors, before the Distribution, with respect to the performance or waiver of any or all conditions set forth in this Clause 6.2 shall be final and shall bind the Parties. In the event CBD waives any material condition, CBD shall immediately disclose the material fact to the market with respect to such decision.