Internal Restructurings. Corner Store agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not undertake any internal restructuring of the Corner Store Group (including, without limitation, any merger, contribution, distribution or liquidation of any entity of the Corner Store Group or the equity interests therein) without the prior written consent of Valero, which consent shall not be unreasonably delayed, conditioned or withheld.
Internal Restructurings. (i) Notwithstanding anything herein to the contrary, but subject to Section 2.2, Section 6.3 and Section 6.4, Seller Parent shall, at its sole cost and expense, effective from a date on or prior to the Closing Date, implement the transactions necessary to deliver on the Closing Date the Business and the Purchased Assets in a manner consistent with Section 6.5(f) of the Seller Disclosure Letter (such transactions, as finally described in the Seller Parent Final Plan (as defined below), the “Seller Internal Restructurings”); provided that within seventy-five (75) days of the date hereof, Seller Parent shall deliver to Purchaser Parent for Purchaser Parent’s review and reasonable comment an initial draft of a step plan (the “Seller Parent Preliminary Plan”) setting forth the steps Seller Parent shall undertake to effect the Seller Internal Restructurings; provided, further, that Seller Parent shall (x) consider in good faith any reasonable amendments, modifications or supplements to the Seller Parent Preliminary Plan proposed by Purchaser Parent and Purchaser and (y) shall, to the extent consistent with the principles set forth in Section 6.5(f) of the Seller Disclosure Letter, incorporate the input of Purchaser Parent and Purchaser on the Seller Parent Preliminary Plan (including the timing, structure and other details of such transactions). Subject to the finalization of the Seller Parent Final Plan pursuant to Section 6.5(f)(iii), at least twenty (20) Business Days prior to the Closing, Seller Parent shall provide to Purchaser Parent a list of the U.S. federal tax classification elections for each of the Conveyed Subsidiaries and Subsidiaries thereof as of the Closing, which list shall be true, correct and complete in all material respects and consistent with the Seller Parent Final Plan.
Internal Restructurings. Enova agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not undertake any internal restructuring of the Enova Group (including, without limitation, any merger, therein) that might reasonably impact the Tax-Free Status of the Distribution without the prior written consent of Parent, which consent shall not be unreasonably delayed, conditioned or withheld.
Internal Restructurings. EME shall have the right in its sole discretion to cause elections pursuant to U.S. Treasury Regulations section 301.7701-3 to be filed, effective from any dates on or prior to the Closing Date, for any of the Acquired Companies that are not United States entities to be treated as branches or partnerships for U.S. federal Income Tax purposes.
Internal Restructurings. Notwithstanding anything herein to the contrary, Seller Parent shall have the right, in its sole discretion, effective from a date on or prior to the Closing Date, to (i) implement the transactions described in Schedule 4 hereto (provided that Seller Parent shall consult with and consider in good faith the input of Purchaser on the timing, structure and other details of such transactions) and (ii) otherwise restructure any Conveyed Subsidiary, Asset Seller or Share Seller, including by transferring any stock, assets, employee or other interests held by (or in) any Conveyed Subsidiary (or Subsidiary thereof), Asset Seller or Share Seller as the case may be (the “Internal Restructurings”); provided that Seller Parent shall not engage in any Internal Restructuring described in clause (ii) without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that it would not be reasonable for Purchaser to withhold, condition or delay its consent if such Internal Restructuring would not impair in any manner or have any adverse impact on (x) the Business or the Purchased Assets or the anticipated value to Purchaser of such Business or Purchased Assets (in a manner more adverse than any impairment or impact that would have otherwise resulted had the action or transaction been effected in accordance with the transactions contemplated pursuant to clause (i) above), (y) the right and ability of Purchaser and any applicable Purchaser Designee to own and operate the Business and the Purchased Assets following the Closing, or (z) the ability of Seller Parent, the Share Sellers and the Asset Sellers to consummate the Closing in accordance with the terms of this Agreement. 107
Internal Restructurings. The Parties intend and agree that the material transactions contemplated hereunder shall be structured as set forth on Section 9.05 of the Seller Disclosure Letter. Upon a Party’s written request, the other Party shall (and shall cause its Affiliates to) reasonably cooperate with the requesting Party and use commercially reasonable efforts to facilitate possible alternative or supplemental structures (including any restructuring of the Seller Group prior to the Closing) for the transactions contemplated hereunder (an “Alternative Transaction Structure”); provided, however, that the non-requesting party will not be required to facilitate or consent to an Alternative Transaction Structure (and will otherwise have no obligations pursuant to this Section 9.05 with respect to an Alternative Transaction Structure) if the adoption of such Alternative Transaction Structure could adversely affect such non-requesting Party.
Internal Restructurings. EME shall have the right in its sole discretion to cause elections pursuant to U.S. Treasury Regulations section 301.7701-3 to be filed, effective from any dates on or prior to the Project Closing Date, for any of the Acquired Companies that are not United States entities to be treated as branches or partnerships for U.S. Federal Income Tax purposes. If EME exercises its sole discretion to file an election pursuant to U.S. Treasury Regulations Section 301.7701-3 for any of the Acquired Companies, it shall provide the Purchaser Parties with notice 30 days prior to filing the election.
Internal Restructurings. Sellers have caused the applicable Target Company to distribute all of the ownership interests in the entities set forth on Annex D to RHA Seller and one or more of the XX Xxxxxxx, as applicable, such that such entities are not Target Companies for any purposes hereunder (the “Internal Restructurings”).
Internal Restructurings. The Parties intend and agree that the material transactions contemplated hereunder will be structured as set forth on Section 9.05 of the Seller Disclosure Letter to the Original Agreement. Upon a Party’s written request, the other Party shall (and shall cause its Affiliates to) reasonably cooperate with the requesting Party and use commercially reasonable efforts to facilitate possible alternative or supplemental structures (including any restructuring of the Seller Group prior to the Closing) for the transactions contemplated hereunder (an “Alternative Transaction Structure”); provided, however, that the non-requesting party will not be required to facilitate or consent to an Alternative Transaction Structure (and will otherwise have no obligations pursuant to this Section 9.05 with respect to an Alternative Transaction Structure) if the adoption of such Alternative Transaction Structure could adversely affect such non-requesting Party (for the avoidance of doubt, Acquiror will be deemed to have consented to the Amendments). Any Alternative Transaction Structure agreed to by the Parties shall be reflected on a revised Section 9.05
Internal Restructurings. Pfizer shall have the right to cause an ---- ------------------------ election pursuant to Treasury Regulations Section 301.7701-3 to be filed, ---- effective from a date on or prior to the Closing Date, for those of the Conveyed ---- Companies that are not United States entities to be treated as a branch for U.S. federal Income Tax purposes. Prior to the Closing, Pfizer shall provide Purchaser with a list of all Conveyed Companies for which elections pursuant to Treasury Regulations Section 301.7701-3 have been filed, together with copies of such elections. (b)
