Common use of Liquidations, Mergers, Reorganizations Clause in Contracts

Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither Spinco nor its subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate or engage in any 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 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 4.2(f) to the extent not otherwise inconsistent with the Tax-Free Status of the Contribution and the Distribution; provided further that nothing in this Section 4.2(f) shall prohibit any merger involving Spinco or an Spinco Affiliate not otherwise prohibited by Section 4.2(d).

Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither Spinco SpinCo nor its subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate or engage in any merger (except for a Cash Acquisition Merger), consolidation or other reorganization; provided, however, 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, are not subject to this Section 4.2(f5.2(g) to the extent not otherwise inconsistent with the Tax-Free Status of the Contribution Restructuring and the Distribution; provided further that nothing in this Section 4.2(f5.2(g) shall prohibit any merger involving Spinco SpinCo or an Spinco SpinCo Affiliate not otherwise prohibited by Section 4.2(d5.2(e).