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

Consultation as to Certain Tax Matters. 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 (b), (c), (i), or (j) of Section 7.01 and (ii) is not subject to Parent’s consent right provided in Section 7.01 on the basis that such transaction involves solely the Company and one or more its Subsidiaries or solely 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, 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 materially change the Tax position of the Company and its Subsidiaries.

Consultation as to Certain Tax Matters. Except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule, prior to (a) consummating any material transaction that (i) is described in clause (b), ) or (c), (i), or (j) of Section 7.01 6.01 and (ii) is not subject to Parent’s 's consent right provided in Section 7.01 6.01 on the basis that such transaction involves solely the Company and one or more its Subsidiaries or solely 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, 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, 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 materially change the Tax position of the Company and its Subsidiaries.

Consultation as to Certain Tax Matters. Except as set forth in Section ‎Section 7.01 of the Company Disclosure Schedule, prior to (axxiv) consummating any material transaction that (i) is described in clause (b‎(b), (c‎(c), (i‎(i), or (j‎(j) of Section ‎Section 7.01 and (ii) is not subject to Parent’s consent right provided in Section ‎Section 7.01 on the basis that such transaction involves solely the Company and one or more its Subsidiaries or solely its Subsidiaries, or (bxxv) 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, 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 materially change the Tax position of the Company and its Subsidiaries.

Consultation as to Certain Tax Matters. Except as set forth in Section 7.01 6.01 of the Company Disclosure Schedule, prior to (a) consummating any material transaction that (i) is described in clause (b), (c), (i), ‎(b) or (j‎(c) of Section 7.01 ‎Section 6.01 and (ii) is not subject to Parent’s consent right provided in Section 7.01 ‎Section 6.01 on the basis that such transaction involves solely the Company and one or more its Subsidiaries or solely 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, 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, 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 materially change the Tax position of the Company and its Subsidiaries.