Common use of Consultation as to Certain Tax Matters Clause in Contracts

Consultation as to Certain Tax Matters. (a) Prior to (a) consummating any transaction that (i) is described in clause (a), (b), (e), (g), (h), (i), (j) or (k) of Section 5.1(ii) and (ii) is not subject to Parent’s consent right provided in Section 5.1(ii) on the basis that such transaction involves solely the Company and one or more Company Subsidiaries or solely Company Subsidiaries, or (b) altering any intercompany arrangements or agreements or the ownership structure among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a) or (b) hereof without Parent’s consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse Tax consequences that, individually or in the aggregate, are material to the Company and the Company Subsidiaries or, after the Effective Time, to Parent and the Parent Subsidiaries.

Consultation as to Certain Tax Matters. (a) Prior to (a) consummating any transaction that (i) is described in clause (a), (b), (ef), (g), (h), (i), (j) or (ki) of Section 5.1(ii) and (ii) is not subject to Parent’s consent right provided in Section 5.1(ii) on the basis that such transaction involves solely the Company and one or more Company Subsidiaries or solely Company Subsidiaries, or (b) altering any intercompany arrangements or agreements or the ownership structure among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a) or (b) hereof without Parent’s consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse Tax consequences that, individually or in the aggregate, are material to the Company and the Company Subsidiaries or, after the Effective Time, to Parent and the Parent Subsidiaries.

Consultation as to Certain Tax Matters. (a) Prior to (a) consummating any transaction that (i) is described in clause (a), (b), (e), (g), (h), (i), (j) or (kj) of Section 5.1(ii) and (ii) is not subject to Parent’s consent right provided in Section 5.1(ii) on the basis that such transaction involves solely the Company and one or more Company Subsidiaries or solely Company Subsidiaries, or (b) altering any intercompany arrangements or agreements or the ownership structure among the Company and its wholly-wholly owned Subsidiaries or among the Company’s wholly-wholly owned Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a) or (b) hereof without Parent’s consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse Tax consequences that, individually or in the aggregate, are material to the Company and the Company Subsidiaries or, after the Effective Time, to Parent and the Parent Subsidiaries.

Consultation as to Certain Tax Matters. (a) Prior Except as set forth in Section 6.01 of the Company Disclosure Schedule, prior to (a) consummating any material transaction that (i) is described in clause (a), (b), (e), (g), (h), (i), (j) or (kc) of Section 5.1(ii) 6.01 and (ii) is not subject to Parent’s 's consent right provided in Section 5.1(ii) 6.01 on the basis that such transaction involves solely the Company and one or more Company its Subsidiaries or solely Company its Subsidiaries, or (b) altering any material intercompany arrangements or agreements or the ownership structure among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned 's Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a) or (b) hereof without Parent’s 's consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, in the reasonable judgment of the Company and without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse materially change the Tax consequences that, individually or in the aggregate, are material to position of the Company and the Company Subsidiaries or, after the Effective Time, to Parent and the Parent its Subsidiaries.

Consultation as to Certain Tax Matters. (a) Prior to (a) consummating any transaction that (i) is described in clause (a), (b), (e), (g), (h), (i), (j) or (kj) of Section 5.1(ii) and (ii) is not subject to Parent’s consent right provided in Section 5.1(ii) on the basis that such transaction involves solely the Company and one or more Company Subsidiaries or solely Company Subsidiaries, or (b) altering any intercompany arrangements or agreements or the ownership structure among the Company and its wholly-wholly owned Subsidiaries or among the Company’s wholly-wholly owned Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a) or (b) hereof without Parent’s consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the First Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse Tax consequences that, individually or in the aggregate, are material to the Company and the Company Subsidiaries or, after the First Effective Time, to Parent and the Parent Subsidiaries.

Consultation as to Certain Tax Matters. (a) Prior Except as set forth in Section 7.01 of the Company Disclosure Schedule, prior to (a) consummating any material transaction that (i) is described in clause (a), (b), (e), (g), (hc), (i), or (j) or (k) of Section 5.1(ii) 7.01 and (ii) is not subject to Parent’s consent right provided in Section 5.1(ii) 7.01 on the basis that such transaction involves solely the Company and one or more Company its Subsidiaries or solely Company its Subsidiaries, or (b) altering any material intercompany arrangements or agreements or the ownership structure among the Company and its wholly-wholly owned Subsidiaries or among the Company’s wholly-wholly owned Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a) or (b) hereof without Parent’s consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, in the reasonable judgment of the Company, and without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse materially change the Tax consequences that, individually or in the aggregate, are material to position of the Company and the Company Subsidiaries or, after the Effective Time, to Parent and the Parent its Subsidiaries.

Consultation as to Certain Tax Matters. (a) Prior Except as set forth in Section 6.01 of the Company Disclosure Schedule, prior to (a) consummating any material transaction that (i) is described in clause (a), (b), (e), (g), (h), (i), (j‎(b) or (k‎(c) of Section 5.1(ii) ‎Section 6.01 and (ii) is not subject to Parent’s consent right provided in Section 5.1(ii) ‎Section 6.01 on the basis that such transaction involves solely the Company and one or more Company its Subsidiaries or solely Company its Subsidiaries, or (b) altering any material intercompany arrangements or agreements or the ownership structure among the Company and its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a‎(a) or (b‎(b) hereof without Parent’s consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, in the reasonable judgment of the Company and without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse materially change the Tax consequences that, individually or in the aggregate, are material to position of the Company and the Company Subsidiaries or, after the Effective Time, to Parent and the Parent its Subsidiaries.

Consultation as to Certain Tax Matters. (a) Prior Except as set forth in ‎Section 7.01 of the Company Disclosure Schedule, prior to (axxiv) consummating any material transaction that (i) is described in clause (a‎(b), (b‎(c), (e‎(i), (g), (h), (i), (j) or (k‎(j) of Section 5.1(ii) ‎Section 7.01 and (ii) is not subject to Parent’s consent right provided in Section 5.1(ii) ‎Section 7.01 on the basis that such transaction involves solely the Company and one or more Company its Subsidiaries or solely Company its Subsidiaries, or (bxxv) altering any material intercompany arrangements or agreements or the ownership structure among the Company and its wholly-wholly owned Subsidiaries or among the Company’s wholly-wholly owned Subsidiaries, in each case, other than in the ordinary course of business consistent with past practice, the Company shall consult with Parent reasonably prior to consummating any such transaction and shall not proceed with any such action or transaction described in clause (a‎(a) or (b‎(b) hereof without Parent’s consent (not to be unreasonably conditioned, withheld or delayed) if such action or transaction would, in the reasonable judgment of the Company, and without taking into account any action or transaction entered into by Parent or any of its Subsidiaries (including, after the Effective Time, the Company or any of its Subsidiaries), reasonably be expected to have adverse materially change the Tax consequences that, individually or in the aggregate, are material to position of the Company and the Company Subsidiaries or, after the Effective Time, to Parent and the Parent its Subsidiaries.