Certain Post-Distribution Transactions. (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, the Corporation will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
(i) IMS HEALTH shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, IMS HEALTH will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
(c) The Corporation agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 - 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any Cognizant Common Stock (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in the Corporation, unless prior to taking such action the Corporation has obtained (and provided to IMS HEALTH) a written opinion of a law firm reasonably acceptable to IMS HEALTH, or a supplemental ruling from the Internal Revenue Service, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the IMS HEALTH Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code.
(d) Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if the ...
Certain Post-Distribution Transactions. (a) (i) D&B shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by D&B for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, D&B will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
(i) Cognizant shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by D&B for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, Cognizant will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
(i) ACNielsen shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made with respect to ACNielsen to the Internal Revenue Service in connection with the request by D&B for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, ACNielsen will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
Certain Post-Distribution Transactions. Each of Company and Lakes shall, and shall cause each of their respective Subsidiaries to, comply in all material respects with each representation, covenant and statement made, or to be made, to any taxing authority in connection with the IRS Ruling or any other ruling obtained, or to be obtained, by Company and Lakes acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement.
Certain Post-Distribution Transactions. (a) CXP and Centex shall each comply with, and shall cause its respective Subsidiaries to comply with, and otherwise not take, and prevent its respective Subsidiaries from taking, any action inconsistent with each representation and statement made by such respective party to the IRS in connection with the request by Centex for the IRS Ruling. Without limiting the generality of the foregoing, until two years after the Distribution Date, CXP will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
(b) CXP agrees that, prior to the second anniversary of the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, which would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in CXP, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977-2 C.B. 568) in a single transaction or series of transactions, (iv) redeem or otherwise repurchase any CXP stock (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate (and taking into account the Reclassification) would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in CXP, unless prior to taking any such action set forth in the foregoing clauses (i) through (v), CXP has obtained (and provided to Centex) a written opinion in form and substance reasonably acceptable to Centex of a law firm reasonably acceptable to Centex, or Centex has obtained (at the reasonable request and at the expense of CXP) a supplemental ruling from the IRS, that such action or actions will not result in (i) the Distribution failing to qualify under Section 355(a) of the Code or (ii) the CXP shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code. CXP further agrees that, prior to the second anniversary of the Distribution Date, it shall not initiate or support, or call any meeting of its stockholders with respect to, any action that would in any way alter the ability of the holders of the C...
Certain Post-Distribution Transactions. (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, the Corporation will cause RHD to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock of RHD constituting control (within the meaning of Section 368(c) of the Code) of RHD and will maintain at least ninety percent of the fair market value of the Corporation's assets in stock and securities of RHD and such other assets which, based on an opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, will not cause the Corporation or RHD to be in violation of the active business requirement under the holding company test.
(i) New D&B shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution and (ii) until two years after the Distribution Date, New D&B will cause each of Moody's and New D&B Opco Inc. to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock in each of Moody's and New D&B Opco Inc. constituting control (within the meaning of Section 368(c) of the Code) of Moody's and New D&B Opco Inc. and will maintain at least ninety percent of the fair market value of New D&B's assets in stock and securities of Moody's and New D&B Opco Inc. and such other assets which, based on an opinion of a law firm reasonably acceptable to the Corporation, or a supplemental ruling from the Internal Revenue Service, will not cause New D&B, Moody's or New D&B Opco Inc. to be in violation of the active business requirement under the holding company test.
(c) The Corporation agrees that until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer a...
Certain Post-Distribution Transactions. (i) The Corporation shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of certain internal restructuring transactions related to the Distribution (the "Internal Restructuring Transactions") as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, the Corporation will cause Moody's to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock of Moody's constituting control (within the meaning of Section 368(c) of the Code) of Moody's and will maintain at least ninety percent of the fair market value of the Corporation's assets in stock and securities of Moody's and such other assets which, based on an opinion of a law firm reasonably acceptable to New D&B, or a supplemental ruling from the Internal Revenue Service, will not cause the Corporation or Moody's to be in violation of the active business requirement under the holding company test.
(i) New D&B shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to the Internal Revenue Service in connection with the request by the Corporation for a ruling letter in respect of the Distribution as to certain tax aspects of the Distribution, dated February 29, 2000, and three requests by the Corporation for ruling letters in respect of the Internal Restructuring Transactions as to certain tax aspects of such Internal Restructuring Transactions, in each case dated April 28, 2000, and (ii) until two years after the Distribution Date, New D&B will cause each of D&B Opco Inc. and Dun & Bradstreet International, Ltd. ("DBI") to maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code, will continue to own stock in D&B Opco Inc. and DBI constituting control (within the meaning of Section 368(c) of the Code) of D&B Opco Inc. and DBI and will maintain at least ninety percent of the fair market value of ...
Certain Post-Distribution Transactions. (a) GranCare shall comply with and otherwise not take any action inconsistent with each representation, covenant and statement made, or to be made, to GranCare's tax counsel in connection with such firm's rendering of an opinion to GranCare and SNFCo as to certain tax aspects of the Distribution.
(b) SNFCo shall comply with and otherwise not take any action inconsistent with each representation, covenant and statement made, or to be made, to SNFCo's tax counsel in connection with such firm's rendering of an opinion to GranCare and SNFCo as to certain tax aspects of the Distribution.
Certain Post-Distribution Transactions. (a) (i) C-W and UNITRIN shall each comply with, and shall cause its Subsidiaries to comply with, and otherwise not take, and prevent any of its Subsidiaries from taking, during the relevant time period, any action inconsistent with any representation made by such respective party to the IRS in connection with the request by UNITRIN for the IRS Ruling, and (ii) until two years after the Distribution Date, C-W will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.
(b) C-W agrees that (i) prior to the two year anniversary of the Distribution Date, it shall not (A) merge or consolidate with or into any other corporation, (B) liquidate or partially liquidate, (C) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977-2 C.B. 568) in a single transaction or series of transactions, (D) redeem or otherwise repurchase any C-W stock (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (E) take any other action or actions (other than the adoption of a stockholder rights plan in customary form) (including the issuance of options to acquire stock of C-W or securities that are convertible into stock of C-W) which in the aggregate (not taking into account the Recapitalization) would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in C-W, and (ii) prior to the five year anniversary of the Distribution Date, it shall not initiate or support, or permit its stockholders to vote on, any action that would in any way alter the ability of the holders of the Class B Common Stock to (A) elect at least 80% of the members of the Board of Directors of C-W (to the extent, and in the manner set forth in, the Restated Certificate of Incorporation and By-Laws of C-W, as in effect immediately after the consummation of the Recapitalization) or (B) otherwise possess at least 80% of the total combined voting power of all classes of C-W stock entitled to vote (as described in Section 368(c) of the Code), unless prior to taking any such action set forth in the foregoing clauses (i) and (ii), at the election of UNITRIN, either C-W has obtained (and provided to UNITRIN) a written opinion in form and substance reasonably acceptable to UNITRIN of a nationally recognized law firm reasonably ac...
Certain Post-Distribution Transactions. Each of Choice -------------------------------------- and Franchising shall, and shall cause each of their respective Subsidiaries to, comply in all material respects with each representation and statement made, or to be made, to any taxing authority in connection with the IRS Ruling or any other ruling obtained, or to be obtained, by Choice and Franchising acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement.
Certain Post-Distribution Transactions. Each of FAF and LAC hereby acknowledges that each of the parties hereto intends that the Distribution qualify as a reorganization pursuant to Code Section 368(a)(1)(D) (a "Tax-Free Reorganization") and a tax-free distribution pursuant to Section 355 of the Code (a "Tax-Free Distribution"), and that such qualification is subject to certain terms and conditions of the Code. Accordingly, each of FAF and LAC hereby agrees not to engage in any transaction or commit or fail to take any action that would cause the Distribution to fail to qualify as a Tax-Free Reorganization or Tax-Free Distribution.
