Proposed Acquisition Transactions. (i) Except as provided in Section 6.1(c)(ii), from the Distribution Date until the first Business Day after the two-year anniversary of the Distribution Date, SpinCo shall not, and shall not permit any SpinCo Affiliate that is an Internal Distribution Company to, undertake (or enter into any agreement, understanding, arrangement, or substantial negotiations to undertake) any of the following transactions:
Proposed Acquisition Transactions. (a) Unless HHH has previously notified Seaport Entertainment that HHH has taken a Non-Qualified Property Distribution Position, Seaport Entertainment will provide a written notice to HHH within five (5) Business Days of becoming aware of any Proposed Acquisition Transaction occurring on or before the two-year anniversary of the Distribution Date, which notice shall describe in reasonable detail the particulars of such Proposed Acquisition Transaction. Within five (5) Business Days of the end of each fiscal quarter ending on or before the earlier of the two-year anniversary of the Distribution Date or the date on which Seaport Entertainment receives notice that HHH has taken a Non-Qualified Property Distribution Position, Seaport Entertainment shall send to HHH a written confirmation that it is not aware of any Proposed Acquisition Transaction occurring in such fiscal quarter other than Proposed Acquisition Transactions of which HHH has been notified pursuant to the preceding sentence. To the extent Seaport Entertainment or any other member of the Seaport Entertainment Group has the right to prohibit any Proposed Acquisition Transaction that could reasonably be expected to result in Seaport Entertainment Stock not being treated as “qualified property” for purposes of Section 355(c)(2) or Section 361(c)(2) of the Code pursuant to Section 355(e)(1) of the Code, Seaport Entertainment shall not permit such Proposed Acquisition Transaction to occur (whether by (i) redeeming rights under a shareholder rights plan, (ii) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (iii) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of Seaport Entertainment, (iv) amending its certificate of incorporation to declassify its board of directors or approving any such amendment, or (v) otherwise) until HHH and Seaport Entertainment, working together diligently and in good faith, have made commercially reasonable efforts to identify and effectuate alternatives to such Proposed Acquisition Transaction that could not reasonably be expected to materially adversely affect either Group, including by resulting in a failure of the Intended Tax Treatment.
Proposed Acquisition Transactions. Until the first day after the two-year anniversary of the latest Distribution Date, Delphi shall not enter into any Proposed Acquisition Transaction or, to the extent Delphi has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur unless prior to the consummation of such Proposed Acquisition Transaction GM has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Distribution, that such Proposed Acquisition Transaction would not jeopardize the Tax-Free Status of the Distribution. The foregoing shall not prohibit Delphi from entering into a contract or agreement to consummate any Proposed Acquisition Transaction if such contract or agreement requires satisfaction of the above-described requirement prior to the consummation of such Proposed Acquisition Transaction, such requirement to be satisfied through the cooperation of the parties as described in Section 4.3(b)(ii).
Proposed Acquisition Transactions. From the date of this Agreement until the first day after the two-year anniversary of the latest Distribution Date, GameStop shall not enter into any Proposed Acquisition Transaction or, to the extent GameStop has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur unless prior to the consummation of such Proposed Acquisition Transaction, Barnes & Noble has determined, in its sole and absolute discretion, txxx xxch Xxxxxsed Acquisition Transaction would not jeopardize the Tax-Free Status of the Distribution.
Proposed Acquisition Transactions. Until the first day after the two-year anniversary of the Distribution Date, Insession shall not enter into any Proposed Acquisition Transaction or, to the extent Insession has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur unless prior to the consummation of such Proposed Acquisition Transaction TSAI has determined, in its sole and absolute discretion, that such Proposed Acquisition Transaction would not jeopardize the Tax-Free Status of the Distribution.
Proposed Acquisition Transactions. Until the first day after the second anniversary of the Spin-Off Effective Time, neither Hughes nor EchoStar shall, nor shall Hughes or EchoStar permit any xx xxeir respective Subsidiaries to:
Proposed Acquisition Transactions. Until the first day after the two-year anniversary of the Distribution Date, (i) neither Holdings nor any Holdings Affiliate shall (A) make any solicitations to any Person with respect to any Proposed Acquisition Transaction, (B) enter into any negotiations or material discussions with any Person with respect to any Proposed Acquisition Transaction, (C) approve or acquiesce to any Proposed Acquisition Transaction, (D) enter into any agreement or arrangement that includes a Proposed Acquisition Transaction, or (E) enter into any Proposed Acquisition Transaction; and (ii) to the extent Holdings has the right or ability to prohibit or prevent any other Person from engaging in such activities, Holdings shall use all reasonable efforts to prohibit or prevent such other Person from engaging in such activities, unless (in the case of both (i) and (ii)) Continental has determined, in its sole and absolute discretion, that such Proposed Acquisition Transaction would not jeopardize the Tax-Free Status of the Distribution.
Proposed Acquisition Transactions. Until the first day after the two-year anniversary of the latest Distribution Date, OSCA shall not enter into any Proposed Acquisition Transaction or, to the extent OSCA has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur unless prior to the consummation of such Proposed Acquisition Transaction GLC has determined, in its sole and absolute discretion, that such Proposed Acquisition Transaction would not jeopardize the Tax-Free Status of the Distribution.
Proposed Acquisition Transactions. Until the first day after the second anniversary of the Spin-Off Effective Time, neither Xxxxxx nor EchoStar shall, nor shall Xxxxxx or EchoStar permit any of their respective Subsidiaries to:
Proposed Acquisition Transactions. From the date hereof (i) until the first day after the two-year anniversary of the latest Distribution Date, Propel shall not enter into any Proposed Acquisition Transaction and, to the extent Propel has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur or (ii) until the first day after the two-year anniversary of the Israeli Separation Date, Propel shall not enter into any sale, transfer or other disposition of Propel Israel Capital Stock.
