Common use of Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period Clause in Contracts

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall: (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any Section 355 Entity; (b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any Section 355 Entity or ATOB Entity; (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any ATOB Entity; (e) sell or otherwise dispose of more than 35 percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of the consolidated gross or net assets of any Section 355 Entity (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction); (f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a Section 355 Entity, or a Transferee Entity; (g) issue shares of a new class of nonvoting stock or approve or allow any Section 355 Entity or Transferee Entity to issue shares of a new class of nonvoting stock; (h) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; (i) approve or allow payment of an extraordinary distribution by a Transferee Entity to a Transferor Entity, or a redemption of shares of a Transferee Entity held by a Transferor Entity (in the case of any Transferee Entity or Transferor Entity, including any successor thereto); (j) approve or allow an extraordinary contribution to any Section 355 Entity (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (k) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; or (l) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (l) if, prior to taking any such actions: (1) such Requesting Party or Tyco International shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall: (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any of the Section 355 EntityEntities; (b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entity Entities or the ATOB EntityEntities; (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB EntityEntities; (e) sell or otherwise dispose of more than 35 percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of the consolidated gross or net assets of any of the Section 355 Entity Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction); (f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a any of the Section 355 EntityEntities, or a any of the Transferee EntityEntities; (g) issue shares of a new class of nonvoting stock or approve or allow any of the Section 355 Entity Entities or the Transferee Entity Entities to issue shares of a new class of nonvoting stock; (h) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; (i) approve or allow payment of an extraordinary distribution by a any of the Transferee Entity Entities to a any of the Transferor EntityEntities, or a redemption of shares of a any of the Transferee Entity Entities held by a any of the Transferor Entity Entities (in the case of any of the Transferee Entity Entities or the Transferor EntityEntities, including any successor thereto); (j) approve or allow an extraordinary contribution to any of the Section 355 Entity Entities (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (k) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; or (l) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (l) if, prior to taking any such actions: (1) such Requesting Party or Tyco International shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall: (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur occur, other than the Merger, with respect to any of the Section 355 EntityEntities; (b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entity Entities or the ATOB EntityEntities; (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB EntityEntities; (e) sell or otherwise dispose of more than 35 thirty-five percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 thirty-five percent (35%) of the consolidated gross or net assets of any of the Section 355 Entity Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction); (f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a any of the Section 355 EntityEntities, or a any of the Transferee EntityEntities; (g) issue shares of a new class of nonvoting stock or approve or allow any of the Section 355 Entity Entities or the Transferee Entity Entities to issue shares of a new class of nonvoting stock; (h) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30 (without regard to the effect of Revenue Procedure 2003-48 on Revenue Procedure 96-30); (i) approve or allow payment of an extraordinary distribution by a any of the Transferee Entity Entities to a any of the Transferor EntityEntities, or a redemption of shares of a any of the Transferee Entity Entities held by a any of the Transferor Entity Entities (in the case of any of the Transferee Entity Entities or the Transferor EntityEntities, including any successor thereto); (j) approve or allow an extraordinary contribution to any of the Section 355 Entity Entities (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (k) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants any representation or covenant made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings ruling or opinions opinion in the IRS Ruling or any Tax Opinion; or (l) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (l) if, prior to taking any such actions: (1) such if the Requesting Party is Fountain, (A) Fountain or Tyco International Trident shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties Athens NA and Trident that confirms that such action or actions will not result in U.S. federal or state Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate, or (B) Fountain shall have received an Unqualified Tax Opinion, in form and substance reasonably satisfactory to Athens NA and Trident, that confirms that such action or actions will not result in U.S. federal or state Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) if the Requesting Party is Trident or Athens NA, (A) such Requesting Party shall have received an Unqualified Tax Opinion a Post-Distribution Ruling(s), in form and substance reasonably satisfactory to the other Parties Parties, that confirms that such action or actions will not result in U.S. federal or state, Puerto Rican or Canadian Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate, or (B) such Requesting Party shall have received an Unqualified Tax Opinion(s), in form and substance reasonably satisfactory to the other Parties, that confirms that such action or actions will not result in U.S. federal or state, Puerto Rican or Canadian Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Each Party shall bear all its own costs and expenses of in connection with securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate evaluating any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party neither Fortune Brands nor H&S shall: (a) enter into, or permit to be entered into on its behalf, any agreement, understanding, arrangement, or substantial negotiations (within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) with a Restricted Person regarding a Proposed Acquisition Transaction; (b) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any Section 355 EntityFortune Brands or H&S; (bc) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Active Business Entities; provided, however, that Section 355 Entity or ATOB Entity5.4(c) shall not apply to the merger of Beam Inc. with and into Fortune Brands; (cd) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business; (de) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any ATOB Entityof the Active Business Entities; (ef) sell or otherwise dispose of more than 35 percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of its consolidated gross or net assets of Fortune Brands, H&S or more than 35 percent of the consolidated gross or net assets of any Section 355 Entity of the Active Business Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transactionDate); (fg) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a Section 355 Entity, Fortune Brands or a Transferee EntityH&S; (gh) issue shares of a new class of nonvoting stock or approve or allow any Section 355 Entity Fortune Brands or Transferee Entity H&S to issue shares of a new class of nonvoting stock; (hi) purchase, directly or through any Affiliate, any of its outstanding stock after the DistributionsDistribution, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30 (without regard to the effect of Revenue Procedure 2003-48 on Revenue Procedure 96-30; (i) approve or allow payment of an extraordinary distribution by a Transferee Entity to a Transferor Entity, or a redemption of shares of a Transferee Entity held by a Transferor Entity (in the case of any Transferee Entity or Transferor Entity, including any successor thereto); (j) approve or allow an extraordinary contribution to any Section 355 Entity (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (k) take any action or fail to take any action, or permit any of its Affiliates other Fortune Brands Party or H&S Party to take any action or fail to take any action, that is inconsistent with the representations and covenants any representation or covenant made in the IRS Ruling or in the any Tax Representation LettersLetter, or that is inconsistent with any rulings ruling or opinions opinion in the IRS Ruling or any Tax Opinion; or (lk) take any action or permit any of its Affiliates other Fortune Brands Party or H&S Party to take any action (including any transactions with a third-party or any transaction with any H&S Party) that, individually or in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) Fortune Brands and H&S shall be permitted to take such action or one or more actions set forth in the foregoing clauses (ab) through (lk) (but not clause (a)) if, prior to taking any such actions: , the Party taking the action (the “Acting Party”) set forth in the foregoing clauses (b) through (k) shall (1) such Requesting Party or Tyco International shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties Party (the “Non-Acting Party”) in its discretion, which discretion shall be reasonably exercised in good faith solely to prevent the imposition on the Non-Acting Party, or responsibility for payment by the Non-Acting Party, of Distribution Taxes or (2) have received an Unqualified Tax Opinion that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion , in form and substance reasonably satisfactory to the other Parties that confirms that such action Non-Acting Party, acting reasonably and in good faith solely to prevent the imposition on the Non-Acting Party, or actions will not result in responsibility for payment by the Non-Acting Party, of Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting . The Acting Party shall have received provide a written statement from each copy of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or the Unqualified Tax Opinion described in this paragraphparagraph to the Non-Acting Party as soon as practicable prior to taking or failing to take any action set forth in the foregoing clause (b) through (k). The Non-Acting Party’s evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Acting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties Non-Acting Party for all reasonable out-of-pocket costs and expenses that such Parties the Non-Acting Party may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall: (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any of the Section 355 EntityEntities; (b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entity Entities or the ATOB EntityEntities; (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, of any Active Business; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB EntityEntities; (e) sell or otherwise dispose of more than 35 percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of the consolidated gross or net assets of any of the Section 355 Entity Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction); (f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a Party or any of the Section 355 Entity, or a Transferee EntityEntities; (g) issue shares of a new class of nonvoting stock or approve or allow any Section 355 Entity or Transferee Entity to issue shares of a new class of nonvoting stock; (h) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; (i) approve or allow payment of an extraordinary distribution by a Transferee Entity to a Transferor Entity, or a redemption of shares of a Transferee Entity held by a Transferor Entity (in the case of any Transferee Entity or Transferor Entity, including any successor thereto); (j) approve or allow an extraordinary contribution to any Section 355 Entity (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (kh) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; or (li) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.45.3) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (lg) if, prior to taking any such actions: (1) such Requesting Party or Tyco International ITT shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall: (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur occur, other than the Merger, with respect to any of the Section 355 EntityEntities; (b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entity Entities or the ATOB EntityEntities; (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB EntityEntities; (e) sell or otherwise dispose of more than 35 thirty-five percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 thirty-five percent (35%) of the consolidated gross or net assets of any of the Section 355 Entity Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction); (f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a any of the Section 355 EntityEntities, or a any of the Transferee EntityEntities; (g) issue shares of a new class of nonvoting stock or approve or allow any of the Section 355 Entity Entities or the Transferee Entity Entities to issue shares of a new class of nonvoting stock; (h) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b4.05(l)(b) of Revenue Procedure 96-30 (without regard to the effect of Revenue Procedure 2003-48 on Revenue Procedure 96-30); (i) approve or allow payment of an extraordinary distribution by a any of the Transferee Entity Entities to a any of the Transferor EntityEntities, or a redemption of shares of a any of the Transferee Entity Entities held by a any of the Transferor Entity Entities (in the case of any of the Transferee Entity Entities or the Transferor EntityEntities, including any successor thereto); (j) approve or allow an extraordinary contribution to any of the Section 355 Entity Entities (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (k) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants any representation or covenant made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings ruling or opinions opinion in the IRS Ruling or any Tax Opinion; or (l) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (l1) if, prior to taking any such actions: (1) such if the Requesting Party is Fountain, (A) Fountain or Tyco International Trident shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties Athens NA and Trident that confirms that such action or actions will not result in U.S. federal or state Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate, or (B) Fountain shall have received an Unqualified Tax Opinion, in form and substance reasonably satisfactory to Athens NA and Trident, that confirms that such action or actions will not result in U.S. federal or state Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) if the Requesting Party is Trident or Athens NA, (A) such Requesting Party shall have received an Unqualified Tax Opinion a Post-Distribution Ruling(s), in form and substance reasonably satisfactory to the other Parties Parties, that confirms that such action or actions will not result in U.S. federal or state, Puerto Rican or Canadian Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate, or (B) such Requesting Party shall have received an Unqualified Tax Opinion(s), in form and substance reasonably satisfactory to the other Parties, that confirms that such action or actions will not result in U.S. federal or state, Puerto Rican or Canadian Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Each Party shall bear all its own costs and expenses of in connection with securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate evaluating any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall: (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur occur, other than the Merger, with respect to any of the Section 355 EntityEntities; (b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entity Entities or the ATOB EntityEntities; (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB EntityEntities; (e) sell or otherwise dispose of more than 35 thirty-five percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 thirty-five percent (35%) of the consolidated gross or net assets of any of the Section 355 Entity Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction); (f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a any of the Section 355 EntityEntities, or a any of the Transferee EntityEntities; (g) issue shares of a new class of nonvoting stock or approve or allow any of the Section 355 Entity Entities or the Transferee Entity Entities to issue shares of a new class of nonvoting stock; (h) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30 (without regard to the effect of Revenue Procedure 2003-48 on Revenue Procedure 96-30); (i) approve or allow payment of an extraordinary distribution by a any of the Transferee Entity Entities to a any of the Transferor EntityEntities, or a redemption of shares of a any of the Transferee Entity Entities held by a any of the Transferor Entity Entities (in the case of any of the Transferee Entity Entities or the Transferor EntityEntities, including any successor thereto); (j) approve or allow an extraordinary contribution to any of the Section 355 Entity Entities (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (k) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants any representation or covenant made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings ruling or opinions opinion in the IRS Ruling or any Tax Opinion; or (l) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (l) if, prior to taking any such actions: such (1) such if the Requesting Party is Fountain, (A) Fountain or Tyco International Trident shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties Athens NA and Trident that confirms that such action or actions will not result in U.S. federal or state Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate, or (B) Fountain shall have received an Unqualified Tax Opinion, in form and substance reasonably satisfactory to Athens NA and Trident, that confirms that such action or actions will not result in U.S. federal or state Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) if the Requesting Party is Trident or Athens NA, (A) such Requesting Party shall have received an Unqualified Tax Opinion a Post-Distribution Ruling(s), in form and substance reasonably satisfactory to the other Parties Parties, that confirms that such action or actions will not result in U.S. federal or state, Puerto Rican or Canadian Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate, or (B) such Requesting Party shall have received an Unqualified Tax Opinion(s), in form and substance reasonably satisfactory to the other Parties, that confirms that such action or actions will not result in U.S. federal or state, Puerto Rican or Canadian Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Each Party shall bear all its own costs and expenses of in connection with securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate evaluating any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall: (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any of the Section 355 EntityEntities; (b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entity Entities or the ATOB EntityEntities; (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, of any Active Business; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB EntityEntities; (e) sell or otherwise dispose of more than 35 percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of the consolidated gross or net assets of any of the Section 355 Entity Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction); (f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party, a any of the Section 355 Entity, or a Transferee EntityEntities; (g) issue shares of a new class of nonvoting stock or approve or allow any Section 355 Entity or Transferee Entity to issue shares of a new class of nonvoting stock; (h) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; (i) approve or allow payment of an extraordinary distribution by a Transferee Entity to a Transferor Entity, or a redemption of shares of a Transferee Entity held by a Transferor Entity (in the case of any Transferee Entity or Transferor Entity, including any successor thereto); (j) approve or allow an extraordinary contribution to any Section 355 Entity (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (kh) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; or (li) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.45.3) would be reasonably likely to jeopardize Tax-Free Status; provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (lg) if, prior to taking any such actions: (1) such Requesting Party or Tyco International ITT shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall:neither SpinCo nor RemainCo shall (or allow any of its Subsidiaries to take any such action with respect to SpinCo or RemainCo): (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any Section 355 Entityoccur; (b) merge or consolidate with any other Person or dissolve, liquidate or partially liquidate; liquidate (other than a wholly owned Subsidiary of a Party merging or approve consolidating with such Party or allow any merger, consolidation, liquidation, or partial liquidation another wholly owned Subsidiary of any Section 355 Entity or ATOB Entitysuch Party); (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, of any Active BusinessBusiness by a Party, as applicable, for purposes of Section 355 of the Code; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any ATOB Entity; (e) sell or otherwise dispose of more than 35 thirty-five percent (35%) of its consolidated gross or net assets, or approve assets or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 thirty-five percent (35%) of the consolidated gross or net assets of any Section 355 Entity RemainCo or SpinCo (as applicable) (in each case, excluding sales in the ordinary course of business business, sales the net cash proceeds (taking into account any Taxes payable) of which are reinvested in other assets (including pursuant to an exchange under Section 1031 of the Code) and sales the net cash proceeds (taking into account any Taxes payable) of which are used to repay indebtedness, and measured based on fair market values as of the date of the applicable Distribution or other transaction); (fe) amend its certificate of incorporation (or other organizational documents), ) or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting in each case that affects the economic or voting rights of the stock of such Party, a Section 355 Entity, or a Transferee Entity; (g) issue shares of a new class of nonvoting stock or approve or allow any Section 355 Entity or Transferee Entity to issue shares of a new class of nonvoting stock; (hf) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; 30 (i) approve or allow payment as in effect prior to the amendment of an extraordinary distribution such Revenue Procedure by a Transferee Entity to a Transferor Entity, or a redemption of shares of a Transferee Entity held by a Transferor Entity (in the case of any Transferee Entity or Transferor Entity, including any successor theretoRevenue Procedure 2003-48); (j) approve or allow an extraordinary contribution to any Section 355 Entity (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (kg) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; ornor (lh) take any action enter into an arrangement or permit agreement to do any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; foregoing. provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (lh) if such action is described in the Plan of Reorganization or if, prior to taking any such actions: (1) such Requesting Party or Tyco International RemainCo shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties Party and upon which RemainCo and SpinCo are entitled to rely that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties Party that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.

Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall:neither SpinCo nor RemainCo shall (or allow any of its Subsidiaries to take any such action with respect to SpinCo or RemainCo): (a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any Section 355 Entityoccur; (b) merge or consolidate with any other Person or dissolve, liquidate or partially liquidate; liquidate (other than a wholly owned Subsidiary of a Party merging or approve consolidating with such Party or allow any merger, consolidation, liquidation, or partial liquidation another wholly owned Subsidiary of any Section 355 Entity or ATOB Entitysuch Party); (c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, of any Active BusinessBusiness by a Party, as applicable, for purposes of Section 355 of the Code; (d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any ATOB Entity; (e) sell or otherwise dispose of more than 35 thirty-five percent (35%) of its consolidated gross or net assets, or approve assets or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 thirty-five percent (35%) of the consolidated gross or net assets of any Section 355 Entity SpinCo (as applicable) (in each case, excluding sales in the ordinary course of business business, sales the net cash proceeds (taking into account any Taxes payable) of which are reinvested in other assets (including pursuant to an exchange under Section 1031 of the Code) and sales the net cash proceeds (taking into account any Taxes payable) of which are used to repay indebtedness, and measured based on fair market values as of the date of the applicable Distribution or other transaction); (fe) amend its certificate of incorporation (or other organizational documents), ) or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting in each case that affects the economic or voting rights of the stock of such Party, a Section 355 Entity, or a Transferee Entity; (g) issue shares of a new class of nonvoting stock or approve or allow any Section 355 Entity or Transferee Entity to issue shares of a new class of nonvoting stock; (hf) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; 30 (i) approve or allow payment as in effect prior to the amendment of an extraordinary distribution such Revenue Procedure by a Transferee Entity to a Transferor Entity, or a redemption of shares of a Transferee Entity held by a Transferor Entity (in the case of any Transferee Entity or Transferor Entity, including any successor theretoRevenue Procedure 2003-48); (j) approve or allow an extraordinary contribution to any Section 355 Entity (or any successor thereto) by its shareholder or shareholders (or any successor(s) thereto); (kg) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; ornor (lh) take any action enter into an arrangement or permit agreement to do any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.4) would be reasonably likely to jeopardize Tax-Free Status; foregoing. provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (lh) if such action is described in the Plan of Reorganization or if, prior to taking any such actions: (1) such Requesting Party or Tyco International RemainCo shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties Party and upon which RemainCo and SpinCo are entitled to rely that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties Party that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The evaluation of a Post-Distribution Ruling or Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such Post-Distribution Ruling or Unqualified Tax Opinion. The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion and shall reimburse the other Parties for all reasonable out-of-pocket costs and expenses that such Parties may incur in good faith in seeking to obtain or evaluate any such Post-Distribution Ruling or Unqualified Tax Opinion.