Common use of Continuity of Business Clause in Contracts

Continuity of Business. (i) Subject to the provisions of Section 12.2(i), until the first day after the second anniversary of the Split-Off Effective Time, (A) Xxxxxx shall not voluntarily dissolve or liquidate and (B) except in the ordinary course of business, neither Xxxxxx nor any of Xxxxxx' Subsidiaries directly or indirectly controlled by Xxxxxx shall sell, transfer or otherwise dispose of or agree to dispose of assets (including, for this purpose, any shares of capital stock of such Subsidiaries) that, in the aggregate, constitute more than (x) fifty percent (50%) of the gross assets of Xxxxxx or (y) fifty percent (50%) of the consolidated gross assets of Xxxxxx and such Subsidiaries, unless, prior to the consummation of such transaction, GM has determined, in its reasonable discretion, that such transaction would not jeopardize the Tax-Free Status of the Split-Off; provided, that after the first day after the second anniversary of the Split-Off Effective Time, no such prior determination by GM shall be required to be obtained by this Section 12.2(d). The amount of gross assets of Xxxxxx and such Subsidiaries shall be based on the fair market value of each such asset as of the Split-Off Effective Time. (ii) Sales, transfers or other dispositions by Xxxxxx or any of its Subsidiaries to Xxxxxx or one or more Subsidiaries directly or indirectly controlled by Xxxxxx shall not be included in any determination under this Section 12.2(d) as to whether more than fifty percent (50%) of the gross assets of Xxxxxx or more than fifty percent (50%) of the consolidated gross assets of Xxxxxx and such Subsidiaries have been sold, transferred or otherwise disposed of. (iii) Solely for the purposes of this Section 12.2(d), Xxxxxx shall not be treated as directly or indirectly controlling a Subsidiary unless Xxxxxx owns, directly or indirectly, shares of capital stock of such Subsidiary constituting Tax Control of the Subsidiary.

Continuity of Business. (i) Subject to the provisions of Section 12.2(i), until Until the first day after the second two-year anniversary of the Split-Off Effective Timelatest Distribution Date, (A) Xxxxxx Delphi shall not voluntarily dissolve or liquidate liquidate, and (B) except in the ordinary course of business, neither Xxxxxx Delphi nor any of Xxxxxx' Subsidiaries directly or indirectly controlled by Xxxxxx Delphi shall sell, transfer transfer, or otherwise dispose of or agree to dispose of assets (including, for this such purpose, any shares of capital stock of such Subsidiaries) that, in the aggregate, constitute more than (x) fifty percent (50%) 60% of the gross assets of Xxxxxx Delphi or (y) fifty percent (50%) 60% of the consolidated gross assets of Xxxxxx Delphi (including Delphi Automotive Systems LLC) and such Subsidiaries, unless, unless prior to the consummation of such transaction, transaction GM has determined, in its reasonable sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Distribution, that such transaction would not jeopardize the Tax-Free Status of the Split-Off; provided, that after the first day after the second anniversary of the Split-Off Effective Time, no such prior determination by GM shall be required to be obtained by this Section 12.2(d)Distribution. The amount of gross assets of Xxxxxx Delphi and such Subsidiaries shall be based on the fair market value of each such asset as of the Split-Off Effective Timeapplicable Distribution Date. (ii) Sales, transfers or other dispositions by Xxxxxx Delphi or any of its Subsidiaries to Xxxxxx Delphi or one or more Subsidiaries directly or indirectly controlled by Xxxxxx Delphi shall not be included in any determination determinations under this Section 12.2(d4.2(d) as to of whether such 60% or more than fifty percent (50%) of the gross assets of Xxxxxx Delphi or more than fifty percent (50%) 60% of the consolidated gross assets of Xxxxxx Delphi and such Subsidiaries have been sold, transferred or otherwise disposed of. (iii) Solely for the purposes of this Section 12.2(d4.2(d), Xxxxxx Delphi shall not be treated as directly or indirectly controlling a Subsidiary unless Xxxxxx Delphi owns, directly or indirectly, shares of capital stock of such Subsidiary constituting Tax Control (A) 80% or more of the Subsidiarytotal combined voting power of all outstanding shares of Voting Stock of such Subsidiary and (B) 80% or more of the total number of outstanding shares of each class or series of capital stock of such Subsidiary other than Voting Stock.

Continuity of Business. (i) Subject to the provisions of Section 12.2(i), until Until the first day after the second anniversary of the SplitSpin-Off Effective Time, (A) Xxxxxx shall not voluntarily dissolve or liquidate and (B) except in the ordinary course of business, neither Xxxxxx nor any of Xxxxxx' Subsidiaries directly or indirectly controlled by Xxxxxx shall sell, transfer or otherwise dispose of or agree to dispose of assets (including, for this purpose, any shares of capital stock of such Subsidiaries) that, in the aggregate, constitute more than (x) fifty sixty percent (5060%) of the gross assets of Xxxxxx or (y) fifty sixty percent (5060%) of the consolidated gross assets of Xxxxxx and such Subsidiaries, unless, prior to the consummation of such transaction, GM has determined, in its reasonable discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Spin-Off, that such transaction would not jeopardize the Tax-Free Status of the SplitSpin-Off; provided, that after the first day after the second anniversary of the Split-Off Effective Time, no such prior determination by GM shall be required to be obtained by this Section 12.2(d). The amount of gross assets of Xxxxxx and such Subsidiaries shall be based on the fair market value of each such asset as of the SplitSpin-Off Effective Time. (ii) Sales, transfers or other dispositions by Xxxxxx or any of its Subsidiaries to Xxxxxx or one or more Subsidiaries directly or indirectly controlled by Xxxxxx shall not be included in any determination under this Section 12.2(d6.2(e) as to whether more than fifty sixty percent (5060%) or more of the gross assets of Xxxxxx or more than fifty sixty percent (5060%) of the consolidated gross assets of Xxxxxx and such Subsidiaries have been sold, transferred or otherwise disposed of. (iii) Solely for the purposes of this Section 12.2(d6.2(e), Xxxxxx shall not be treated as directly or indirectly controlling a Subsidiary unless Xxxxxx owns, directly or indirectly, shares of capital stock of such Subsidiary constituting Tax Control of the Subsidiary.

Continuity of Business. (i) Subject to the provisions of Section 12.2(i), until Until the first day after the second anniversary of the SplitSpin-Off Effective Time, (A) Xxxxxx Hughes shall not voluntarily dissolve or liquidate and (B) except in the xx xxe ordinary course of business, neither Xxxxxx Hughes nor any of XxxxxxHughes' Subsidiaries directly or indirectly controlled xxxxxxlled by Xxxxxx shall Hughxx xxxll sell, transfer or otherwise dispose of or agree to dispose dixxxxx of assets (including, for this purpose, any shares of capital stock of such Subsidiaries) that, in the aggregate, constitute more than (x) fifty sixty percent (5060%) of the gross assets of Xxxxxx Hughes or (y) fifty sixty percent (5060%) of the consolidated gross assets of Xxxxxx xx Xxghes and such Subsidiaries, unless, prior to the consummation of such xxxx transaction, GM has determined, in its reasonable discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Spin-Off, that such transaction would not jeopardize the Tax-Free Status of the SplitSpin-Off; provided, that after the first day after the second anniversary of the Split-Off Effective Time, no such prior determination by GM shall be required to be obtained by this Section 12.2(d). The amount of gross assets of Xxxxxx Hughes and such Subsidiaries shall be based on the fair market value xxxxx of each such asset as of the SplitSpin-Off Effective Time. (ii) Sales, transfers or other dispositions by Xxxxxx Hughes or any of its Subsidiaries to Xxxxxx Hughes or one or more Subsidiaries Subsixxxxxxs directly or indirectly controlled controxxxx by Xxxxxx Hughes shall not be included in any determination under this Section 12.2(dXxxxxxn 6.2(e) as to whether more than fifty sixty percent (5060%) or more of the gross assets of Xxxxxx Hughes or more than fifty sixty percent (5060%) of the consolidated gross assets of Xxxxxx xx Xxghes and such Subsidiaries have been sold, transferred or otherwise disposed otherwxxx xxsposed of. (iii) Solely for the purposes of this Section 12.2(d6.2(e), Xxxxxx Hughes shall not be treated as directly or indirectly controlling a Subsidiary controllinx x Xubsidiary unless Xxxxxx Hughes owns, directly or indirectly, shares of capital stock of such stocx xx xuch Subsidiary constituting Tax Control of the Subsidiary.

Continuity of Business. (i) Subject to the provisions of Section 12.2(i), until Until the first day after the second two-year anniversary of the Split-Off Effective Time, (A) Xxxxxx shall not voluntarily dissolve or liquidate liquidate, and (B) except in the ordinary course of business, neither Xxxxxx nor any of Xxxxxx' Subsidiaries directly or indirectly controlled by Xxxxxx shall sell, transfer transfer, or otherwise dispose of or agree to dispose of assets (including, for this such purpose, any shares of capital stock of such Subsidiaries) that, in the aggregate, constitute more than (x) fifty percent (50%) 60% of the gross assets of Xxxxxx or (y) fifty percent (50%) 60% of the consolidated gross assets of Xxxxxx and such Subsidiaries, unless, unless prior to the consummation of such transaction, transaction GM has determined, in its reasonable sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Spin-Offs and the Tax-Free Status of the Xxxxxx Merger, that such transaction would not jeopardize the Tax-Free Status of the SplitSpin-Off; provided, that after Offs or the first day after the second anniversary Tax-Free Status of the Split-Off Effective Time, no such prior determination by GM shall be required to be obtained by this Section 12.2(d)Xxxxxx Merger. The amount of gross assets of Xxxxxx and such Subsidiaries shall be based on the fair market value of each such asset as of the Split-Off Effective Time. (ii) Sales, transfers or other dispositions by Xxxxxx or any of its Subsidiaries to Xxxxxx or one or more Subsidiaries directly or indirectly controlled by Xxxxxx shall not be included in any determination determinations under this Section 12.2(d4.2(e) as to of whether such 60% or more than fifty percent (50%) of the gross assets of Xxxxxx or more than fifty percent (50%) 60% of the consolidated gross assets of Xxxxxx and such Subsidiaries have been sold, transferred or otherwise disposed of. (iii) Solely for the purposes of this Section 12.2(d4.2(e), Xxxxxx shall not be treated as directly or indirectly controlling a Subsidiary unless Xxxxxx owns, directly or indirectly, shares of capital stock of such Subsidiary constituting Tax Control (A) 80% or more of the Subsidiarytotal combined voting power of all outstanding shares of Voting Stock of such Subsidiary and (B) 80% or more of the total number of outstanding shares of each class or series of capital stock of such Subsidiary other than Voting Stock. (iv) The restrictions contained in this Section 4.2(e) shall apply only to the businesses, subsidiaries and operations of Xxxxxx as in existence prior to the Effective Time, and shall not be deemed to apply to those businesses, subsidiaries and operations conducted by Raytheon prior to the Effective Time.

Continuity of Business. (i) Subject to the provisions of Section 12.2(i), until Until the first day after the second two-year anniversary of the Split-Off Effective Time, (A) Xxxxxx shall not voluntarily dissolve or liquidate liquidate, and (B) except in the ordinary course of business, neither Xxxxxx nor any of Xxxxxx' Subsidiaries directly or indirectly controlled by Xxxxxx shall sell, transfer transfer, or otherwise dispose of or agree to dispose of assets (including, for this such purpose, any shares of capital stock of such Subsidiaries) that, in the aggregate, constitute more than (x) fifty percent (50%) 60% of the gross assets of Xxxxxx or (y) fifty percent (50%) 60% of the consolidated gross assets of Xxxxxx and such Subsidiaries, unless, unless prior to the consummation of such transaction, transaction GM has determined, in its reasonable sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Spin-Offs and the Tax-Free Status of the Xxxxxx Merger, that such transaction would not jeopardize the Tax-Free Status of the SplitSpin-Off; provided, that after Offs or the first day after the second anniversary Tax- Free Status of the Split-Off Effective Time, no such prior determination by GM shall be required to be obtained by this Section 12.2(d)Xxxxxx Merger. The amount of gross assets of Xxxxxx and such Subsidiaries shall be based on the fair market value of each such asset as of the Split-Off Effective Time. (ii) Sales, transfers or other dispositions by Xxxxxx or any of its Subsidiaries to Xxxxxx or one or more Subsidiaries directly or indirectly controlled by Xxxxxx shall not be included in any determination determinations under this Section 12.2(d4.2(e) as to of whether such 60% or more than fifty percent (50%) of the gross assets of Xxxxxx or more than fifty percent (50%) 60% of the consolidated gross assets of Xxxxxx and such Subsidiaries have been sold, transferred or otherwise disposed of. (iii) Solely for the purposes of this Section 12.2(d4.2(e), Xxxxxx shall not be treated as directly or indirectly controlling a Subsidiary unless Xxxxxx owns, directly or indirectly, shares of capital stock of such Subsidiary constituting Tax Control (A) 80% or more of the Subsidiarytotal combined voting power of all outstanding shares of Voting Stock of such Subsidiary and (B) 80% or more of the total number of outstanding shares of each class or series of capital stock of such Subsidiary other than Voting Stock. (iv) The restrictions contained in this Section 4.2(e) shall apply only to the businesses, subsidiaries and operations of Xxxxxx as in existence prior to the Effective Time, and shall not be deemed to apply to those businesses, subsidiaries and operations conducted by Raytheon prior to the Effective Time.