Company Internal Restructuring Sample Clauses
Company Internal Restructuring. The Company shall not engage in, cause or permit any internal restructuring (including by making or revoking any election under Treasury Regulations Section 301.7701-3) involving a member of the Company Group or any contribution, sale or other transfer to the Company or any of its Affiliates of any of the assets directly or indirectly contributed to the Company as described in the Separation Agreement, apart from sales in the ordinary course of business or transactions described in the Corporate Reorganization (any such action, an “Internal Restructuring”), during or with respect to any Tax Period (or portion thereof) ending on or prior to the final Distribution Date without obtaining the prior written consent of Lilly. The Company shall provide written notice to Lilly describing any Internal Restructuring proposed to be taken during or with respect to any Tax Period (or portion thereof) beginning after the final Distribution Date and ending on or prior to the two-year anniversary of such Distribution Date, and shall consult with Lilly regarding any such proposed actions reasonably in advance of taking any such proposed actions and shall consider in good faith any comments from Lilly relating thereto.
Company Internal Restructuring. The Company and Parent shall each use reasonable efforts to cooperate with one another and agree upon actions to be taken by the Company prior to the Effective Time with respect to internal restructuring of certain of its Subsidiaries, and the Company shall use reasonable efforts to effectuate any actions so agreed upon; provided, however, that such actions shall not result in material costs and expenses to the Company without the Company’s prior written consent.