Common use of Prohibited Foreign Transaction Clause in Contracts

Prohibited Foreign Transaction. A Merger Event pursuant to which Counterparty following consummation thereof is (x) an entity other than a corporation or entity that is treated as a corporation for U.S. federal income tax purposes or (y) organized and existing under the laws of a jurisdiction other than the Cayman Islands, the British Virgin Islands, the Islands of Bermuda, the Netherlands, Belgium, Switzerland, Luxembourg, the Republic of Ireland, Canada or the United Kingdom.