Common use of Liquidations, Mergers, Reorganizations Clause in Contracts

Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither SpinCo nor any of its Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate (including by converting into an entity that is treated as a “disregarded entity” or partnership for U.S. federal Income Tax purposes) or engage in any transaction involving a merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided, that, mergers of direct or indirect wholly-owned Subsidiaries of SpinCo solely with and into SpinCo or with other direct or indirect wholly-owned Subsidiaries of SpinCo, and liquidations of SpinCo’s subsidiaries are not subject to this Section 4(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Spin-Off Transactions.

Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither SpinCo no Spinco (nor any of its Subsidiaries Subsidiaries) shall, or shall agree to, voluntarily dissolve or liquidate (including by converting into an entity that is treated as a “disregarded entity” or partnership for U.S. federal Income Tax income tax purposes) or engage in any transaction involving a merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided, that, mergers of direct or indirect wholly-owned Subsidiaries of SpinCo a Spinco solely with and into SpinCo such Spinco or with other direct or indirect wholly-owned Subsidiaries of SpinCosuch Spinco, and liquidations of SpinCosuch Spinco’s wholly-owned subsidiaries are not subject to this Section 4(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Spin-Off Off-Related Transactions.

Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither SpinCo Spinco nor any of its Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate (including by converting into an entity that is treated as a “disregarded entity” or partnership for U.S. federal Income Tax purposes) or engage in any transaction involving a merger (except for a Cash Acquisition Merger)merger, consolidation or other reorganizationreorganization in which stock of Spinco or any of its Subsidiaries is acquired by a person other than Spinco or one of its Subsidiaries; provided, thathowever, that mergers of direct or indirect wholly-owned Subsidiaries of SpinCo Spinco solely with and into SpinCo Spinco or with other direct or indirect wholly-owned Subsidiaries of SpinCoSpinco, and liquidations of SpinCoSpinco’s subsidiaries Subsidiaries are not subject to this Section 4(b)(vi5(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Spin-Off Off-Related Transactions.

Liquidations, Mergers, Reorganizations. Until From and after its respective Distribution until the first day after the Restriction Period, neither SpinCo no Spinco (nor any of its Subsidiaries Subsidiaries) shall, or shall agree to, voluntarily dissolve or liquidate (including by converting into an entity that is treated as a “disregarded entity” or partnership for U.S. federal Income Tax income tax purposes) or engage in any transaction involving a merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided, that, mergers of direct or indirect wholly-owned Subsidiaries of SpinCo a Spinco solely with and into SpinCo such Spinco or with other direct or indirect wholly-owned Subsidiaries of SpinCosuch Spinco, and liquidations of SpinCosuch Spinco’s wholly-owned subsidiaries are not subject to this Section 4(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Spin-Off Off-Related Transactions.