Active Trade or Business. From the date hereof until the first day after the Restriction Period, Newmark shall (i) maintain its status as a company engaged in the Newmark Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Newmark Active Trade or Business for purposes of Section 355(b)(2) of the Code.
Active Trade or Business. From the date hereof until the first day after the Restriction Period, SpinCo shall (i) maintain its status as a company engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code.
Active Trade or Business. Xxxxxxxx agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Spinco Distribution Date, the Remainco Group will continue and cause to be continued an active trade or business of the Remainco Group, to the extent required under Section 355 and the Treasury Regulations promulgated thereunder.
Active Trade or Business. RMT Partner agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Spinco Distribution Date, the RMT Group will continue and cause to be continued the Active Trade or Business, to the extent required under Section 355 and the Treasury Regulations promulgated thereunder. Remainco agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Spinco Distribution Date, the Remainco Group will continue and cause to be continued an active trade or business of the Remainco Group, to the extent required under Section 355 and the Treasury Regulations promulgated thereunder.
Active Trade or Business. SpinCo failing to continue to be engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code at any time from the date hereof until the first day after the two-year anniversary of the Distribution Date.
Active Trade or Business. RemainCo failing to continue to be engaged in the RemainCo Active Trade or Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code at any time from the date hereof until the first day after the two-year anniversary of the Distribution Date.
Active Trade or Business. Following the Merger, the Echo SAG2 intends to continue the active conduct of the Controlled Business (as defined in the Tax Matters Agreement), independently and with its separate employees. There is no planned or intended substantial reduction in business activity relating to the Controlled Business.
Active Trade or Business. Throughout the five-year period ending on the Distribution Effective Time (the “Five-Year Period”), the [•] Business (the “MCK Business”) conducted by McKesson (directly and through members of the McKesson SAG2) generated revenues and expenses and had both operational and managerial employees.
Active Trade or Business. (i) For at least the 36-month period preceding the Acquisition, High Tide or any of its qualified subsidiaries within the meaning of Treasury Regulations Sections 1.367(a)-3(c)(5)(vii) has been engaged in an “active trade or business” outside the United States within the meaning of Treasury Regulations Sections 1.367(a)-2(d)(2), (3), and (4), and neither High Tide nor any such subsidiary (as applicable) has any intention to substantially dispose of or discontinue such trade or business.
(ii) The fair market value of High Tide (excluding any assets (including stock) acquired by High Tide within the 36-month period preceding the Acquisition other than assets that were acquired in the ordinary course of business and either (i) were not (A) held for the production of “passive income” as defined in Section 1297(b) of the Code, and (B) acquired for the principal purpose of satisfying the “substantiality test” within the meaning of Treasury Regulations Sections 1.367(a)-3(c)(3)(iii), or (ii) consist of the stock of a qualified subsidiary within the meaning of Treasury Regulations Sections 1.367(a)-3(c)(5)(vii)) is greater than or equal to the fair market value of DSD.
Active Trade or Business. Eco or one of its affiliates (as defined in Section 1504(a) of the Internal Revenue code of 1986, as amended, without regard to Section 1504(b)(3)) has been engaged in the active conduct of a trade or business, within the meaning of Section 1.367(a)-2T(b)(2) and (3) of the Income Tax Regulations (the "Regulations") promulgated by the U.S. Treasury Department, that is substantial in comparison to the trade or business of the Target Company, for the entire 36-month period immediately preceding the date of the closing of the acquisition of the Target Company.
