G Reorganization Structure. In the event that the Purchaser determines prior to the Closing that it would prefer to structure the transaction as a reorganization under section 368(a)(1)(G) of the Tax Code (“G Reorganization Structure”), the Purchaser and the Sellers agree to use reasonable best efforts to implement the G Reorganization Structure in a manner that is otherwise consistent with the rights and obligations of the Purchaser and the Sellers under this Agreement. In the event that the Purchaser decides to pursue a G Reorganization Structure, this Agreement shall constitute a plan of reorganization within the meaning of Section 1.368-2(g) of the Regulations and neither the Purchaser nor the Sellers will take any action or fail to take an action that will preclude the Transaction from qualifying as a reorganization.
G Reorganization Structure. In the event that the Purchaser determines prior to the Closing that it would prefer to structure the transaction as a reorganization under section 368(a)(1)(G) of the Tax Code (“G Reorganization Structure”), the Purchaser and the Sellers agree to use reasonable best efforts to implement the G Reorganization Structure in a manner that is otherwise consistent with the rights and obligations of the Purchaser and the Sellers under this Agreement. If the Parties pursue a G Reorganization Structure, (i) this Agreement shall constitute a plan of reorganization, within the meaning of Section 1.368-2(g) of the Regulations (the “Plan”), for Milacron and each of the transferor Subsidiaries, (ii) pursuant to the Plan, Milacron and each of the transferor Subsidiaries shall distribute, as soon as practicable after the Closing Date, all consideration received pursuant to the Plan and all of their remaining assets, if any, in a manner consistent with the requirements set forth in section 354(b)(1)(B) of the Tax Code and (iii) neither the Purchaser nor the Sellers will take any action or fail to take an action that will preclude the transaction from qualifying as a reorganization under section 368(a)(1)(G) of the Tax Code.
