Cooperation and Other Covenants. (a) Each of Ceva, Inc. and DSPGI shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation and Distribution. (b) (i) Each of Ceva, Inc. and DSPGI shall cooperate with the other and shall take (or refrain from taking) all such actions as the other may reasonably request in connection with obtaining any DSPGI determination referred to in Section 4.2. Such cooperation shall include, without limitation, providing any information, and/or representations, and/or Powers of Attorney reasonably requested by Ceva, Inc. or DSPGI, as applicable to enable it (or its Tax Advisor) to obtain and maintain any Subsequent Tax Opinion/Ruling that would permit any action described in Section 4.2 to be taken by Ceva, Inc. or Ceva, Inc., DSPGI or their respective Affiliates. From and after any Representation Date in connection with obtaining any such determination or the receipt of a Subsequent Tax Opinion/Ruling and until the first day after the first anniversary of the date of such determination or receipt, neither party shall take (nor shall it refrain from taking) any action that would have caused such representation to be untrue unless the other party has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Separation and Distribution, that such action would not jeopardize the Tax-Free Status of the Separation and Distribution. (ii) In the event that Ceva, Inc. notifies DSPGI that it desires to take one of the actions described in Section 4.2 and DSPGI concludes that such action might jeopardize the Tax-Free Status of the Separation and Distribution, Ceva, Inc., may seek a Subsequent Tax Opinion/Ruling that would permit Ceva, Inc. to take the specified action, and DSPGI shall use commercially reasonable efforts to assist Ceva, Inc. in obtaining such Subsequent Tax Opinion/Ruling; provided, however, that the reasonable costs and expenses of obtaining any such Subsequent Tax Opinion/Ruling shall be borne by Ceva, Inc.
Appears in 4 contracts
Samples: Separation Agreement (Ceva Inc), Separation Agreement (DSP Group Inc /De/), Separation Agreement (Ceva Inc)
Cooperation and Other Covenants. (a) Each of Ceva, Inc. and DSPGI shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation and Distribution.
(b) (i) Each of Ceva, Inc. and DSPGI shall cooperate with the other and shall take (or refrain from taking) all such actions as the other may reasonably request in connection with obtaining any DSPGI determination referred to in Section 4.2. Such cooperation shall include, without limitation, providing any information, and/or representations, and/or Powers of Attorney reasonably requested by Ceva, Inc. or DSPGI, as applicable to enable it (or its Tax Advisor) to obtain and maintain any Subsequent Tax Opinion/Ruling that would permit any action described in Section 4.2 to be taken by Ceva, Inc. or Ceva, Inc., DSPGI or their respective Affiliates. From and after any Representation Date in connection with obtaining any such determination or the receipt of a Subsequent Tax Opinion/Ruling and until the first day after the first anniversary of the date of such determination or receipt, neither party shall take (nor shall it refrain from taking) any action that would have caused such representation to be untrue unless the other party has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Separation and Distribution, that such action would not jeopardize the Tax-Free Status of the Separation and Distribution.
(ii) In the event that Ceva, Inc. notifies DSPGI that it desires to take one of the actions described in Section 4.2 and DSPGI concludes that such action might jeopardize the Tax-Free Status of the Separation and Distribution, Ceva, Inc., may seek a Subsequent Tax Opinion/Ruling that would permit Ceva, Inc. to take the specified action, and DSPGI shall use commercially reasonable efforts to assist Ceva, Inc. in obtaining such Subsequent Tax Opinion/Ruling; provided, however, that the reasonable costs and expenses of obtaining any such Subsequent Tax Opinion/Ruling shall be borne by Ceva, Inc.
(c) (i) Until all restrictions set forth in Section 4.2 have expired, Ceva, Inc. shall give DSPGI written notice of any intention to effect or permit an action or transaction described in Section 4.2 and which is prohibited thereunder at such time within a period of time reasonably sufficient to enable DSPGI to make the determination referred to in Section 4.2. Each such notice by Ceva, Inc. shall set forth the terms and conditions of the proposed action or transaction, including, without limitation, as applicable, the nature of any related action proposed to be taken by the Board of Directors of Ceva, Inc., the approximate number of shares of Ceva, Inc. capital stock proposed to be transferred or issued, the approximate value of Ceva, Inc.'s assets (or assets of any of Ceva, Inc.'s Subsidiaries) proposed to be transferred, the proposed timetable for such action or transaction, and the number of shares of Ceva, Inc. capital stock otherwise then owned by the other party to the proposed action or transaction, all with sufficient particularity to enable DSPGI to make any such required determination. All information provided by Ceva, Inc. to DSPGI pursuant to this Section 4.3 shall be deemed subject to the confidentiality obligations of this Agreement.
Appears in 1 contract
Cooperation and Other Covenants. (a) Each of Ceva, Inc. PFSweb and DSPGI Daisytek International shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation and DistributionDistribution or the qualification of the Contribution as a D Reorganization.
(b) (i) Each of Ceva, Inc. PFSweb and DSPGI Daisytek International shall cooperate with the other and shall take (or refrain from taking) all such actions as the other may reasonably request in connection with obtaining any DSPGI Daisytek determination referred to in Section 4.2. Such cooperation shall include, without limitation, providing any information, information and/or representations, and/or Powers of Attorney representations reasonably requested by Ceva, Inc. or DSPGI, as applicable the other to enable it either party (or its Tax Advisorcounsel for such party) to obtain and maintain any Subsequent Tax Opinion/Ruling that would permit any action described in Section 4.2 to be taken by Ceva, Inc. PFSweb or Ceva, Inc., DSPGI or their respective Affiliatesa PFSweb Affiliate. From and after any Representation Date in connection with obtaining any such determination or the receipt of a Subsequent Tax Opinion/Ruling and until the first day after the first two-year anniversary of the date of such determination or receipt, neither party shall take (nor shall it refrain from taking) any action that would have caused such representation to be untrue unless the other party has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Separation Distribution and Distributionthe qualification of the Contribution as a D Reorganization, that such action would not jeopardize the Tax-Free Status of the Separation and DistributionDistribution or the qualification of the Contribution as a D Reorganization.
(ii) In the event that Ceva, Inc. PFSweb notifies DSPGI Daisytek that it desires to take one of the actions described in Section 4.2 and DSPGI Daisytek concludes that such action might jeopardize the Tax-Free Status of the Separation and DistributionDistribution or the qualification of the Contribution as a D Reorganization, CevaDaisytek shall, Inc.at the request of PFSweb, may seek elect either to (A) use all commercially reasonable efforts to obtain a Subsequent Tax Opinion/Ruling that would permit Ceva, Inc. PFSweb to take the specified action, and DSPGI PFSweb shall use commercially cooperate in connection with such efforts, or (B) provide all reasonable efforts cooperation to assist Ceva, Inc. PFSweb in connection with PFSweb obtaining such a Subsequent Tax Opinion/RulingRuling in form and substance reasonably satisfactory to Daisytek; provided, however, that the reasonable costs and expenses of obtaining any such Subsequent Tax Opinion/Ruling shall be borne by CevaDaisytek, Inc.unless such Subsequent Tax Opinion/Ruling shall not be obtained as the result of a determination that the proposed action shall jeopardize the Tax-Free Status of the Distribution or the qualification of the Contribution as a D Reorganization, in which case the costs and expenses of attempting to obtain such Subsequent Tax Opinion/Ruling shall be borne by PFSweb.
(i) Until all restrictions set forth in Section 4.2 have expired, PFSweb shall give Daisytek written notice of any intention to effect or permit an action or transaction described in Section 4.2 and which is prohibited thereunder at such time within a period of time reasonably sufficient to enable Daisytek (A) to make the determination referred to in Section 4.2 or (B) to prepare and seek any Subsequent Tax Opinion/ Ruling in connection with such proposed action or transaction. Each such notice by PFSweb shall set forth the terms and conditions of the proposed action or transaction, including, without limitation, as applicable, the nature of any related action proposed to be taken by the Board of Directors of PFSweb, the approximate number of shares of PFSweb Capital Stock proposed to be transferred or issued, the approximate Value of PFSweb's assets (or assets of any of PFSweb's Subsidiaries) proposed to be transferred, the proposed timetable for such action or transaction, and the number of shares of PFSweb Capital Stock otherwise then owned by the other party to the proposed action or transaction, all with sufficient particularity to enable Daisytek to make any such required determination, including information required to prepare and seek a Subsequent Tax Opinion/Ruling in connection with such proposed action or transaction. All information provided by PFSweb to Daisytek pursuant to this Section 4.3 shall be deemed subject to the confidentiality obligations of the Separation Agreement.
(ii) Promptly, but in any event within 15 Business Days, after Daisytek receives such written notice from PFSweb, Daisytek shall evaluate such information and notify PFSweb in writing of (A) such determination or (B) Daisytek's intent to seek a Subsequent Tax Opinion/Ruling and the proposed date for submission of the request therefor, which date shall not be more than 45 days after the date Daisytek so notifies PFSweb of Daisytek's intent to seek a Subsequent Tax Opinion/Ruling, provided that such 45-day period shall be appropriately extended for any period of noncompliance by PFSweb with Section 4.3(b). If Daisytek makes a determination that an action or transaction described in Section 4.2 would jeopardize the Tax-Free Status of the Distribution or the qualification of the Contribution as a D Reorganization, such notice to PFSweb shall set forth, in reasonable detail, the reasons therefor. Daisytek shall notify PFSweb promptly, but in any event within two Business Days, after the receipt of a Subsequent Tax Opinion/Ruling.
Appears in 1 contract
Samples: Initial Public Offering and Distribution Agreement (Pfsweb Inc)
Cooperation and Other Covenants. (a) Each of Ceva, Inc. and DSPGI shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation and Distribution.
(b) (i) Each of Ceva, Inc. and DSPGI shall cooperate with the other and The Donees shall take (or refrain from taking) all such actions as the other General Motors may reasonably request as necessary to ensure that General Motors obtains and maintains a private letter ruling from the IRS or an opinion of counsel selected by General Motors (the "Spin-Off Ruling") confirming, in form and substance reasonably satisfactory to General Motors, that no income, gain or loss will be recognized by General Motors, its stockholders or Affiliates on account of a Spin-Off (except to the extent of any additional consideration described in Section 356 of the Code). Without limiting the generality of the foregoing, the Donees shall agree to be bound by such further restrictions on their ability to Transfer the Transferable Securities and to make such further representations and covenants and execute such additional documents, in each case as General Motors may reasonably request as necessary in connection with obtaining the Spin-Off Ruling.
(b) If so requested by the Donees, General Motors shall waive or modify any DSPGI determination referred to restriction set forth in Section 4.21 if and to the extent that General Motors obtains a private letter ruling from the IRS or opinion of counsel selected by General Motors (the "Modification Ruling") confirming, in form and substance reasonably satisfactory to General Motors, that such proposed waiver or modification shall not adversely affect General Motors' ability to obtain and maintain a Spin-Off Ruling. Such cooperation General Motors and the Pension Plan shall includecooperate with each other (and any such tax counsel) and shall take (or refrain from taking) such actions as either party hereto may reasonably request as necessary to obtain any requested Modification Ruling.
(c) General Motors shall promptly notify the Donees of any intention of General Motors to effect or abandon a Spin-Off.
(d) Until all restrictions set forth in Section 1 have terminated, each Donee shall give General Motors written notice of any proposed Transfer of the Transferable Securities within a reasonable period of time prior to such proposed Transfer, and in any event no later than such date as any notice with respect to such proposed Transfer is required to be given by such Donee pursuant to the Registration Rights Agreement (including any notice of election to participate in any Piggyback Registration) or, if no such date is provided for in the Registration Rights Agreement, 10 days prior to the proposed consummation of such Transfer. Each notice hereunder of a proposed Transfer shall set forth the number of shares of Transferable Securities then owned by the applicable Donee and the terms and conditions of such proposed Transfer, including, without limitation, providing the approximate number of Transferable Securities proposed to be Transferred, the proposed timetable for such Transfer, whether such Transfer is to be made pursuant to an underwritten public offering in accordance with Section 1(f) and, if such Transfer is to be made otherwise, the identity of any informationproposed transferee and the number of shares of Class H Common Stock otherwise then owned by such proposed transferee, and/or representations, and/or Powers of Attorney reasonably requested by Ceva, Inc. or DSPGI, as applicable all with sufficient particularity to enable it (or its Tax Advisor) General Motors to obtain and maintain any Subsequent Tax Opinion/Ruling that determine whether such proposed Transfer would permit any action described in Section 4.2 to be taken by Cevacomply with the provisions of this Agreement. If, Inc. or Ceva, Inc., DSPGI or their respective Affiliates. From and after any Representation Date in connection with obtaining any such determination proposed Transfer, the applicable Donee receives from any proposed underwriter, co- manager or transferee any certificate, representation, undertaking or other documentation intended to establish compliance with the receipt provisions of this Agreement, then such Donee shall deliver to General Motors a copy thereof prior to the consummation of such proposed Transfer. Such Donee shall give General Motors written notice of any material change in the terms and conditions of a Subsequent Tax Opinion/Ruling proposed Transfer from those described in any previous notice thereof to General Motors from such Donee as promptly as practicable, and until in no event later than two Business Days prior to such time as such Transfer is then proposed to be consummated, and such Donee shall not make any proposed Transfer other than in accordance with such terms and conditions as so described to General Motors. If at any time prior to the first day after consummation of any proposed Transfer, General Motors determines, based on the first anniversary advice of its legal counsel, that such proposed Transfer would violate any of the date restrictions or be inconsistent with any of the provisions of this Agreement, then General Motors shall give notice to the applicable Donee of such determination and, unless and until tax counsel (which shall not be tax counsel regularly employed by General Motors or receiptthe applicable Donee unless otherwise agreed) mutually agreeable to General Motors and the applicable Donee (the fees and expenses of which shall be borne equally by General Motors and the applicable Donee) delivers an opinion to General Motors and the applicable Donee that such proposed Transfer would not so violate or be inconsistent with this Agreement, neither such Donee shall not make such proposed Transfer. General Motors and the Donees shall cooperate with each other (and any such tax counsel) and shall provide each other with such information as may reasonably be requested in order to enable any party (or such tax counsel) to make any determination with respect to this Agreement.
(e) Each of the parties shall take (nor shall it refrain treat all notices of and information relating to proposed Transfers, Spin-Offs and Mergers, including, without limitation, all notices pursuant to Sections 3(c) and 3(d), that are received from taking) any action that would have caused such representation to be untrue unless the other party has determined, in its sole with the strictest confidence and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Separation and Distribution, that not disseminate such action would not jeopardize the Tax-Free Status of the Separation and Distribution.
(ii) In the event that Ceva, Inc. notifies DSPGI that it desires to take one of the actions described in Section 4.2 and DSPGI concludes that such action might jeopardize the Tax-Free Status of the Separation and Distribution, Ceva, Inc., may seek a Subsequent Tax Opinion/Ruling that would permit Ceva, Inc. to take the specified action, and DSPGI shall use commercially reasonable efforts to assist Ceva, Inc. in obtaining such Subsequent Tax Opinion/Rulinginformation; provided, however, that the reasonable costs and expenses nothing herein shall prohibit disclosure of obtaining any such Subsequent Tax Opinion/Ruling notice or information to the then issuer of the Transferable Securities. Nothing herein shall be borne by Ceva, Inc.construed to require General Motors or any of its Affiliates to make any public disclosure of information at any time.
Appears in 1 contract
Samples: Registration Rights Agreement (General Motors Corp)
Cooperation and Other Covenants. (a) Each of Ceva, Inc. and DSPGI shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation and Distribution.
(b) (i) Each of Ceva, Inc. and DSPGI shall cooperate with the other and The Donees shall take (or refrain from taking) all such actions as the other General Motors may reasonably request as necessary to ensure that General Motors obtains and maintains a private letter ruling from the IRS or an opinion of counsel selected by General Motors (the “Spin-Off Ruling”) confirming, in form and substance reasonably satisfactory to General Motors, that no income, gain or loss will be recognized by General Motors, its stockholders or Affiliates on account of a Spin-Off (except to the extent of any additional consideration described in Section 356 of the Code). Without limiting the generality of the foregoing, the Donees shall agree to be bound by such further restrictions on their ability to Transfer the Transferable Securities and to make such further representations and covenants and execute such additional documents, in each case as General Motors may reasonably request as necessary in connection with obtaining the Spin-Off Ruling.
(b) If so requested by the Donees, General Motors shall waive or modify any DSPGI determination referred to restriction set forth in Section 4.21 if and to the extent that General Motors ‘obtains a private letter ruling from the IRS or opinion of counsel selected by General Motors (the “Modification Ruling”) confirming, in form and substance reasonably satisfactory to General Motors, that such proposed waiver or modification shall not adversely affect General Motors’ ability to obtain and maintain a Spin-Off Ruling. Such cooperation General Motors and the Donees shall includecooperate with each other (and any such tax counsel) and shall take (or refrain from taking) such actions as any party hereto may reasonably request as necessary to obtain any requested Modification Ruling.
(c) General Motors shall promptly notify the Donees of any intention of General Motors to effect or abandon a Spin-Off.
(d) Until all restrictions set forth in Section 1 have terminated, each Donee shall give General Motors written notice of any proposed Transfer of the Transferable Securities within a reasonable period of time prior to such proposed Transfer, and in any event no later than such date as any notice with respect to such proposed Transfer is required to be given by such Donee pursuant to the Amended and Restated Registration Rights Agreement (including any notice of election to participate in any Piggyback Registration) or, if no such date is provided for in the Amended and Restated Registration Rights Agreement, 10 days prior to the proposed consummation of such Transfer. Each notice hereunder of a proposed Transfer shall set forth the number of shares of Transferable Securities then owned by the applicable Donee and the terms and conditions of such proposed Transfer, including, without limitation, providing the approximate number of Transferable Securities proposed to be Transferred, the proposed timetable for such Transfer, the identity of any informationproposed transferee and the number of shares of Class H Common Stock otherwise then owned by such proposed transferee, and/or representations, and/or Powers of Attorney reasonably requested by Ceva, Inc. or DSPGI, as applicable all with sufficient particularity to enable it (or its Tax Advisor) General Motors to obtain and maintain any Subsequent Tax Opinion/Ruling that determine whether such proposed Transfer would permit any action described in Section 4.2 to be taken by Cevacomply with the provisions of this Agreement. If, Inc. or Ceva, Inc., DSPGI or their respective Affiliates. From and after any Representation Date in connection with obtaining any such determination proposed Transfer, the applicable Donee receives from any proposed underwriter, co-manager or transferee any certificate, representation, undertaking or other documentation intended to establish compliance with the receipt provisions of this Agreement, then such Donee shall deliver to General Motors a copy thereof prior to the consummation of such proposed Transfer. Such Donee shall give General Motors written notice of any material change in the terms and conditions of a Subsequent Tax Opinion/Ruling proposed Transfer from those described in any previous notice thereof to General Motors from such Donee as promptly as practicable, and until in no event later than two Business Days prior to such time as such Transfer is then proposed to be consummated, and such Donee shall not make any proposed Transfer other than in accordance with such terms and conditions as so described to General Motors. If at any time prior to the first day after consummation of any proposed Transfer, General Motors determines, based on the first anniversary advice of its legal counsel, that such proposed Transfer would violate any of the date restrictions or be inconsistent with any of the provisions of this Agreement, then General Motors shall give notice to the applicable Donee of such determination and, unless and until tax counsel (which shall not be tax counsel regularly employed by General Motors or receiptthe applicable Donee unless otherwise agreed) mutually agreeable to General Motors and the applicable Donee (the fees and expenses of which shall be borne equally by General Motors and the applicable Donee) delivers an opinion to General Motors and the applicable Donee that such proposed Transfer would not so violate or be inconsistent with this Agreement, neither such Donee shall not make such proposed Transfer. General Motors and the Donees shall cooperate with each other (and any such tax counsel) and shall provide each other with such information as may reasonably be requested in order to enable any party (or such tax counsel) to make any determination with respect to this Agreement.
(e) Each of the parties shall take (nor shall it refrain treat all notices of and information relating to proposed Transfers, Spin-Offs and Mergers, including, without limitation, all notices pursuant to Sections 3(c) and 3(d), that are received from taking) any action that would have caused such representation to be untrue unless the other party has determined, in its sole with the strictest confidence and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Separation and Distribution, that not disseminate such action would not jeopardize the Tax-Free Status of the Separation and Distribution.
(ii) In the event that Ceva, Inc. notifies DSPGI that it desires to take one of the actions described in Section 4.2 and DSPGI concludes that such action might jeopardize the Tax-Free Status of the Separation and Distribution, Ceva, Inc., may seek a Subsequent Tax Opinion/Ruling that would permit Ceva, Inc. to take the specified action, and DSPGI shall use commercially reasonable efforts to assist Ceva, Inc. in obtaining such Subsequent Tax Opinion/Rulinginformation; provided, however, that the reasonable costs and expenses nothing herein shall prohibit disclosure of obtaining any such Subsequent Tax Opinion/Ruling notice or information to the then issuer of the Transferable Securities. Nothing herein shall be borne by Ceva, Inc.construed to require General Motors or any of its Affiliates to make any public disclosure of information at any time.
Appears in 1 contract
Cooperation and Other Covenants. (a) Each of Ceva, Inc. PFSweb and DSPGI Daisytek International shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation Contribution and DistributionDistribution or the qualification of the Contribution as a D Reorganization.
(b) (i) Each of Ceva, Inc. PFSweb and DSPGI Daisytek International shall cooperate with the other and shall take (or refrain from taking) all such actions as the other may reasonably request in connection with obtaining any DSPGI Daisytek determination referred to in Section 4.2. Such cooperation shall include, without limitation, providing any information, information and/or representations, and/or Powers of Attorney representations reasonably requested by Ceva, Inc. or DSPGI, as applicable the other to enable it either party (or its Tax Advisorcounsel for such party) to obtain and maintain any Subsequent Tax Opinion/Ruling that would permit any action described in Section 4.2 to be taken by Ceva, Inc. PFSweb or Ceva, Inc., DSPGI or their respective Affiliatesa PFSweb Affiliate. From and after any Representation Date in connection with obtaining any such determination or the receipt of a Subsequent Tax Opinion/Ruling and until the first day after the first two-year anniversary of the date of such determination or receipt, neither party shall take (nor shall it refrain from taking) any action that would have caused such representation to be untrue unless the other party has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Separation Distribution and Distributionthe qualification of the Contribution as a D Reorganization, that such action would not jeopardize the Tax-Free Status of the Separation Contribution and DistributionDistribution or the qualification of the Contribution as a D Reorganization.
(ii) In the event that Ceva, Inc. PFSweb notifies DSPGI Daisytek that it desires to take one of the actions described in Section 4.2 and DSPGI Daisytek concludes that such action might jeopardize the Tax-Free Status of the Separation Contribution and DistributionDistribution or the qualification of the Contribution as a D Reorganization, CevaDaisytek shall, Inc.at the request of PFSweb, may seek elect either to (A) use all commercially reasonable efforts to obtain a Subsequent Tax Opinion/Ruling that would permit Ceva, Inc. PFSweb to take the specified action, and DSPGI PFSweb shall use commercially cooperate in connection with such efforts, or (B) provide all reasonable efforts cooperation to assist Ceva, Inc. PFSweb in connection with PFSweb obtaining such a Subsequent Tax Opinion/RulingRuling in form and substance reasonably satisfactory to Daisytek; provided, however, that the reasonable costs and expenses of obtaining any such Subsequent Tax Opinion/Ruling shall be borne by CevaDaisytek, Inc.unless such Subsequent Tax Opinion/Ruling shall not be obtained as the result of a determination that the proposed action shall jeopardize the Tax-Free Status of the Contribution and Distribution or the qualification of the Contribution as a D Reorganization, in which case the costs and expenses of attempting to obtain such Subsequent Tax Opinion/Ruling shall be borne by PFSweb.
(i) Until all restrictions set forth in Section 4.2 have expired, PFSweb shall give Daisytek written notice of any intention to effect or permit an action or transaction described in Section 4.2 and which is prohibited thereunder at such time within a period of time reasonably sufficient to enable Daisytek (A) to make the determination referred to in Section 4.2 or (B) to prepare and seek any Subsequent Tax Opinion/ Ruling in connection with such proposed action or transaction. Each such notice by PFSweb shall set forth the terms and conditions of the proposed action or transaction, including, without limitation, as applicable, the nature of any related action proposed to be taken by the Board of Directors of PFSweb, the approximate number of shares of PFSweb Capital Stock proposed to be transferred or issued, the approximate Value of PFSweb's assets (or assets of any of PFSweb's Subsidiaries) proposed to be transferred, the proposed timetable for such action or transaction, and the number of shares of PFSweb Capital Stock otherwise then owned by the other party to the proposed action or transaction, all with sufficient particularity to enable Daisytek to make any such required determination, including information required to prepare and seek a Subsequent Tax Opinion/Ruling in connection with such proposed action or transaction. All information provided by PFSweb to Daisytek pursuant to this Section 4.3 shall be deemed subject to the confidentiality obligations of the Separation Agreement.
(ii) Promptly, but in any event within 15 Business Days, after Daisytek receives such written notice from PFSweb, Daisytek shall evaluate such information and notify PFSweb in writing of (A) such determination or (B) Daisytek's intent to seek a Subsequent Tax Opinion/Ruling and the proposed date for submission of the request therefor, which date shall not be more than 45 days after the date Daisytek so notifies PFSweb of Daisytek's intent to seek a Subsequent Tax Opinion/Ruling, provided that such 45-day period shall be appropriately extended for any period of noncompliance by PFSweb with Section 4.3(b). If Daisytek makes a determination that an action or transaction described in Section 4.2 would jeopardize the Tax-Free Status of the Contribution and Distribution or the qualification of the Contribution as a D Reorganization, such notice to PFSweb shall set forth, in reasonable detail, the reasons therefor. Daisytek shall notify PFSweb promptly, but in any event within two Business Days, after the receipt of a Subsequent Tax Opinion/Ruling.
Appears in 1 contract
Samples: Initial Public Offering and Distribution Agreement (Daisytek International Corporation /De/)
Cooperation and Other Covenants. (a) Each of Ceva, Inc. and DSPGI shall furnish the other with a copy of any ruling requests or other documents delivered to the IRS that relates to the Distribution or that could otherwise be reasonably expected to have an impact on the Tax-Free Status of the Separation and Distribution.
(b) (i) Each of Ceva, Inc. and DSPGI shall cooperate with the other and The Donees shall take (or refrain from taking) all such actions as the other General Motors may reasonably request as necessary to ensure that General Motors obtains and maintains a private letter ruling from the IRS or an opinion of counsel selected by General Motors (the "Spin-Off Ruling") confirming, in form and substance reasonably satisfactory to General Motors, that no income, gain or loss will be recognized by General Motors, its stockholders or Affiliates on account of a Spin-Off (except to the extent of any additional consideration described in Section 356 of the Code). Without limiting the generality of the foregoing, the Donees shall agree to be bound by such further restrictions on their ability to Transfer the Transferable Securities and to make such further representations and covenants and execute such additional documents, in each case as General Motors may reasonably request as necessary in connection with obtaining the Spin-Off Ruling.
(b) If so requested by the Donees, General Motors shall waive or modify any DSPGI determination referred to restriction set forth in Section 4.21 if and to the extent that General Motors obtains a private letter ruling from the IRS or opinion of counsel selected by General Motors (the "Modification Ruling") confirming, in form and substance reasonably satisfactory to General Motors, that such proposed waiver or modification shall not adversely affect General Motors' ability to obtain and maintain a Spin-Off Ruling. Such cooperation General Motors and the Donees shall includecooperate with each other (and any such tax counsel) and shall take (or refrain from taking) such actions as any party hereto may reasonably request as necessary to obtain any requested Modification Ruling.
(c) General Motors shall promptly notify the Donees of any intention of General Motors to effect or abandon a Spin-Off.
(d) Until all restrictions set forth in Section 1 have terminated, each Donee shall give General Motors written notice of any proposed Transfer of the Transferable Securities within a reasonable period of time prior to such proposed Transfer, and in any event no later than such date as any notice with respect to such proposed Transfer is required to be given by such Donee pursuant to the Amended and Restated Registration Rights Agreement (including any notice of election to participate in any Piggyback Registration) or, if no such date is provided for in the Amended and Restated Registration Rights Agreement, 10 days prior to the proposed consummation of such Transfer. Each notice hereunder of a proposed Transfer shall set forth the number of shares of Transferable Securities then owned by the applicable Donee and the terms and conditions of such proposed Transfer, including, without limitation, providing the approximate number of Transferable Securities proposed to be Transferred, the proposed timetable for such Transfer, the identity of any informationproposed transferee and the number of shares of Class H Common Stock otherwise then owned by such proposed transferee, and/or representations, and/or Powers of Attorney reasonably requested by Ceva, Inc. or DSPGI, as applicable all with sufficient particularity to enable it (or its Tax Advisor) General Motors to obtain and maintain any Subsequent Tax Opinion/Ruling that determine whether such proposed Transfer would permit any action described in Section 4.2 to be taken by Ceva, Inc. or Ceva, Inc., DSPGI or their respective Affiliates. From and after any Representation Date in connection comply with obtaining any such determination or the receipt provisions of a Subsequent Tax Opinion/Ruling and until the first day after the first anniversary of the date of such determination or receipt, neither party shall take (nor shall it refrain from taking) any action that would have caused such representation to be untrue unless the other party has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Separation and Distribution, that such action would not jeopardize the Tax-Free Status of the Separation and Distribution.
(ii) In the event that Ceva, Inc. notifies DSPGI that it desires to take one of the actions described in Section 4.2 and DSPGI concludes that such action might jeopardize the Tax-Free Status of the Separation and Distribution, Ceva, Inc., may seek a Subsequent Tax Opinion/Ruling that would permit Ceva, Inc. to take the specified action, and DSPGI shall use commercially reasonable efforts to assist Ceva, Inc. in obtaining such Subsequent Tax Opinion/Ruling; provided, however, that the reasonable costs and expenses of obtaining any such Subsequent Tax Opinion/Ruling shall be borne by Ceva, Inc.this
Appears in 1 contract
Samples: Registration Rights Agreement (General Motors Corp)
