Common use of Conversion Transactions Clause in Contracts

Conversion Transactions. ONEOK shall, prior to the Closing Date, subject to having obtained any and all necessary approvals and consents from Governmental Authorities, (a) cause each of the Converting Companies to convert from corporations into an Eligible Person under the laws of the jurisdiction in which each is organized on the date of this Agreement (the “Conversion Transactions”) (and use its best efforts, after consulting with Northern Border, to form such Eligible Person as instructed by Northern Border) and (b) cause each of the Companies and Company Subsidiaries that is not on the date hereof treated as a partnership or an entity disregarded from its owner for United States federal income tax purposes to be so treated on or before the Closing Date and (c) cause each such Company and Company Subsidiary described in subsections 6.11(a) or (b) above to be continuously treated as a partnership or a disregarded entity from its owner for United States federal income tax purposes from the date it becomes so treated through the Closing Date.

Appears in 1 contract

Samples: Contribution Agreement (Oneok Inc /New/)

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Conversion Transactions. ONEOK shall, prior to the Closing Date, subject to having obtained any and all necessary approvals and consents from Governmental Authorities, (a) cause each of the Converting Companies to convert from corporations into an Eligible Person under the laws of the jurisdiction in which each is organized on the date of this Agreement (the "Conversion Transactions") (and use its best efforts, after consulting with Northern Border, to form such Eligible Person as instructed by Northern Border) and (b) cause each of the Companies and Company Subsidiaries that is not on the date hereof treated as a partnership or an entity disregarded from its owner for United States federal income tax purposes to be so treated on or before the Closing Date and (c) cause each such Company and Company Subsidiary described in subsections 6.11(a(a) or (b) above to be continuously treated as a partnership or a disregarded entity from its owner for United States federal income tax purposes from the date it becomes so treated through the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Northern Border Partners Lp)

Conversion Transactions. ONEOK shall, prior to the Closing Date, subject to having obtained any and all necessary approvals and consents from Governmental Authorities, (a) cause each of the Converting Companies to convert from corporations into an Eligible Person under the laws of the jurisdiction in which each is organized on the date of this Agreement (the “Conversion Transactions”) (and use its best efforts, after consulting with Northern Border, to form such Eligible Person as instructed by Northern Border) and (b) cause each of the Companies and Company Subsidiaries that is not on the date hereof treated as a partnership or an entity disregarded from its owner for United States federal income tax purposes to be so treated on or before the Closing Date and (c) cause each such Company and Company Subsidiary described in subsections 6.11(a(a) or (b) above to be continuously treated as a partnership or a disregarded entity from its owner for United States federal income tax purposes from the date it becomes so treated through the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Oneok Inc /New/)

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Conversion Transactions. ONEOK shall, prior to the Closing Date, subject to having obtained any and all necessary approvals and consents from Governmental Authorities, (a) cause each of the Converting Companies to convert from corporations into an Eligible Person under the laws of the jurisdiction in which each is organized on the date of this Agreement (the "Conversion Transactions") (and use its best efforts, after consulting with Northern Border, to form such Eligible Person as instructed by Northern Border) and (b) cause each of the Companies and Company Subsidiaries that is not on the date hereof treated as a partnership or an entity disregarded from its owner for United States federal income tax purposes to be so treated on or before the Closing Date and (c) cause each such Company and Company Subsidiary described in subsections 6.11(a) or (b) above to be continuously treated as a partnership or a disregarded entity from its owner for United States federal income tax purposes from the date it becomes so treated through the Closing Date.

Appears in 1 contract

Samples: Contribution Agreement (Northern Border Partners Lp)

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