Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither SpinCo nor any of its Material Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate or engage in any transaction involving a merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided, however, mergers of direct or indirect wholly-owned Subsidiaries of SpinCo solely with other direct or indirect wholly-owned Subsidiaries of SpinCo are not subject to this Section 4(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Spin-Off-Related Transactions.
Appears in 4 contracts
Samples: Form of Tax Sharing Agreement (Genesis Healthcare Corp), Form of Tax Sharing Agreement (Genesis Healthcare Corp), Form of Tax Sharing Agreement (Neighborcare Inc)
Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither SpinCo nor any of its Material Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate or engage in any transaction involving a merger (except for a Cash Acquisition Merger)merger, consolidation or other reorganization; provided, however, 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 SpinCo, and liquidations of SpinCo’s 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-Related Transactions.
Appears in 3 contracts
Samples: Tax Sharing Agreement, Tax Sharing Agreement (Marathon Petroleum Corp), Tax Sharing Agreement (Marathon Petroleum Corp)
