Common use of Actions after the Distribution Date for Remainder of Calendar Year Clause in Contracts

Actions after the Distribution Date for Remainder of Calendar Year. (a) From and after the Distribution Date, Spinco shall not, without the prior consent of Parent, cause or permit any Non-US Spinco Member to engage in, enter into, or undertake any of the following actions or series of actions having an effective date on or before January 1 of the calendar year immediately following the calendar year in which the Distribution Date occurs: (b) a distribution, whether in the form of a dividend, return of capital or otherwise; (c) a redemption or other repurchase (directly or indirectly) of any shares of capital stock of any Non-US Spinco Member; (d) any merger, consolidation, amalgamation, combination, demerger, liquidation, conversion or other corporate restructuring having similar effect; (e) a sale of assets; (f) a sale of any shares of any Subsidiary of Spinco; (g) the filing of a U.S. Internal Revenue Service Form 8832 with respect to any Non-US Spinco Member or any other action that would reasonably be expected to change the U.S. entity classification of any Non-US Spinco Member; (h) any similar actions or transactions outside of the Ordinary Course of Business of any Non-US Spinco Member that would reasonably be expected to impact the earnings and profits as determined for U.S. Federal income Tax purposes of any Non-US Spinco Member; or (i) any “extraordinary reduction” (within the meaning of Section 1.245A-5T(e)(2) of the Regulations) with respect to the ownership of any Non-US Spinco Member that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) by any “controlling section 245A shareholder” (within the meaning of Section 1.245A-5T(i)(2) of the Regulations).

Actions after the Distribution Date for Remainder of Calendar Year. (a) From and after the Distribution Date, Spinco and its Subsidiaries shall not, without the prior consent of Parent, engage in, enter into, undertake or cause or permit any Non-US Spinco Member to engage in, enter into, or undertake any of the following actions or series of actions having an effective date on or before January 1 of the calendar year immediately following the calendar year in which the Distribution Date occurs: (bi) a A distribution, whether in the form of a dividend, return of capital or otherwise; (cii) a A redemption or other repurchase (directly or indirectly) of any shares of capital stock of any Non-US Spinco Member; (diii) any Any loan or series of loans that would reasonably be expected to result in an inclusion under Section 956 of the Code; (iv) Any merger, consolidation, amalgamation, combination, demerger, liquidation, conversion or other corporate restructuring having similar effect; (ev) a A sale of assetsassets to any Subsidiary of Spinco or to any unrelated party; (fvi) a A sale of any shares of any Subsidiary of SpincoSpinco to any other Subsidiary of Spinco or to any unrelated party; (gvii) the The filing of a U.S. Internal Revenue Service Form 8832 with respect to any Non-US Spinco Member or any other action that would reasonably be expected to change the U.S. entity classification of any Non-US Spinco Member;; or (hviii) any Any similar actions or transactions outside of the Ordinary Course of Business of any Non-US Spinco Member that would reasonably be expected to impact the earnings and profits as determined for U.S. Federal income Tax purposes of any Non-US Spinco Member; or. (ib) During the Restricted Period, no member of the Spinco Tax Group shall engage in, enter into, undertake or cause or permit any “extraordinary reduction” (within action or series of actions that it knows or reasonably would expect to result in the meaning incurrence of Reorganization Taxes in excess of the amount of Reorganization Taxes allocated to Parent under the first sentence of Section 1.245A-5T(e)(2) of the Regulations) with respect to the ownership of any Non-US Spinco Member that is a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) by any “controlling section 245A shareholder” (within the meaning of Section 1.245A-5T(i)(2) of the Regulations)2.05.