Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of this Section 12.2 shall not prohibit Xxxxxx or the Purchaser from implementing any Potential Disqualifying Action upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, the Ruling.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of Section 4.2 shall not prohibit Xxxxxx from (i) implementing, or otherwise complying with the provisions of, any stockholders rights plan of Xxxxxx, (ii) consummating the Xxxxxx Merger or any of the GM Transactions, provided that the conditions to closing set forth in Sections 6.1 and 6.3 of the Xxxxxx Merger Agreement have been satisfied or properly waived and (iii) implementing any transaction upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, any Tax Opinions/Ruling received from the IRS.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of Section 4.2 shall not prohibit Delphi from (i) implementing, or otherwise complying with the provisions of, the Rights Plan (or any successor stockholders rights plan of Delphi), and (ii) implementing any transaction upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, any Tax Opinions/Rulings.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of Section 4.1 shall not prohibit GameStop from implementing any transaction upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, any Tax Opinions/Rulings.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of Section 6.1 shall not prohibit Insession from implementing any transaction upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, any private letter ruling granted to TSAI or Insession by the IRS.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of this Section 6.2 shall not prohibit Hughes or EchoStar, as the case may be, from implementing any Potexxxxx Disqualifying Action, including any Proposed Acquisition Transaction, upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, the Ruling or any Subsequent Tax Opinion (as defined below) or Subsequent Ruling (as defined below).
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of Section 4.1 shall not prohibit Holdings from implementing any transaction if with respect to such transaction Continental obtains a Subsequent Tax Ruling or a Subsequent Tax Opinion or Holdings obtains a Subsequent Tax Ruling.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of Section 4.1 shall not prohibit OSCA from implementing any transaction upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, any Tax Opinions/Rulings.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of this Section 10.2 shall not prohibit the Surviving Corporation from implementing any Potential Disqualifying Action upon which the IRS has granted a favorable ruling to AT Co. or the Surviving Corporation. Any such ruling will be treated as favorable for purposes of this Section 10.2(f) only if the Potentially Disqualifying Action is described in reasonable detail in such ruling and it is clear on the face of such ruling that such Potentially Disqualifying Action may be implemented without jeopardizing the Tax-Free Status of the Transactions.
Permitted Actions and Transactions. Notwithstanding the foregoing, the provisions of this Section 6.2 shall not prohibit Xxxxxx or EchoStar, as the case may be, from implementing any Potential Disqualifying Action, including any Proposed Acquisition Transaction, upon which the IRS has granted a favorable ruling in, or which is described in reasonable detail in, the Ruling or any Subsequent Tax Opinion (as defined below) or Subsequent Ruling (as defined below).
