Common use of Modification, Waiver or Termination Prior to Shareholder Approval Clause in Contracts

Modification, Waiver or Termination Prior to Shareholder Approval. (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Holcim may, to the extent legally permissible and as determined by the Holcim Board to be in the best interests of Holcim and holders of Holcim Shares, and in each case prior to the receipt of Shareholder Approval, decide to abandon the Separation or Distribution or modify or change the terms of the Separation or Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Separation, the Distribution or the other transactions contemplated by this Agreement, or by modifying the number of SpinCo Shares to be distributed, in each case subject to any limitations imposed pursuant to Swiss Law. (b) The conditions set forth in Section 4.4 shall not give rise to or create any duty on the part of Holcim or the Holcim Board to waive or not waive any such condition. Any determination made by ▇▇▇▇▇▇ in accordance with this Section 4.3 concerning the satisfaction or waiver of any or all of the conditions set forth in Section 4.4 shall be conclusive and binding on the Parties hereto. (c) For the avoidance of doubt, this Agreement (including this Article IV) may be terminated and the transactions contemplated by this Agreement may be amended, modified or abandoned at any time, in each case prior to the receipt of Shareholder Approval, by Holcim without the approval of SpinCo or the holders of Holcim Shares. In the event of any such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person.

Modification, Waiver or Termination Prior to Shareholder Approval. (a) Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Holcim may, to the extent legally permissible and as determined by the Holcim Board to be in the best interests of Holcim and holders of Holcim Shares, and in each case prior to the receipt of Shareholder Approval, decide to abandon the Separation or Distribution or modify or change the terms of the Separation or Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Separation, the Distribution or the other transactions contemplated by this Agreement, or by modifying the number of SpinCo Shares to be distributed, in each case subject to any limitations imposed pursuant to Swiss Law. (b) The conditions set forth in Section 4.4 shall not give rise to or create any duty on the part of Holcim or the Holcim Board to waive or not waive any such condition. Any determination made by ▇▇▇▇▇▇ in accordance with this Section 4.3 concerning the satisfaction or waiver of any or all of the conditions set forth in Section 4.4 shall be conclusive and binding on the Parties hereto. (c) For the avoidance of doubt, this Agreement (including this Article IV) may be terminated and the transactions contemplated by this Agreement may be amended, modified or abandoned at any time, in each case prior to the receipt of Shareholder Approval, by Holcim without the approval of SpinCo or the holders of Holcim Shares. In the event of any such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person.