Common use of PRESERVATION OF TAX AND ACCOUNTING TREATMENT Clause in Contracts

PRESERVATION OF TAX AND ACCOUNTING TREATMENT. After the Closing Date, none of the parties shall knowingly undertake any act, or knowingly permit any subsidiary or affiliate to undertake any act, that would jeopardize the status of the Merger as a reorganization described in Section 368(a)(1)(A) of the Code. Such acts shall include, but not be limited to, the following: (i) for a period of two years following the Closing Date, the retirement or reacquisition, directly or indirectly, by URSI of all or part of the URSI Stock issued in connection with the transactions contemplated hereby pursuant to a plan considered or adopted by URSI on or before the Closing Date; (ii) the provision of any financial and/or economic benefits by URSI to the STOCKHOLDERS in their capacity as such, except as expressly provided in this Agreement; (iii) the disposition of any material part of the assets of the COMPANY within two years following the Closing Date except (x) in the ordinary course of business, (y) to eliminate duplicate services or excess capacity or (z) to address financial matters or performance issues which were not reasonably expected to occur as of the Closing Date; (iv) in the absence of compelling financial concerns not otherwise present on the Closing Date or other changed circumstances not otherwise anticipated on the Closing Date, the discontinuance of the historic business of the COMPANY; or (v) for a period of one year following the Closing Date, in the absence of materially changed circumstances not anticipated on the Closing Date, the disposition by the STOCKHOLDERS of a material amount of URSI Stock issued in connection with the Merger.