Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror and SpinCo agree that (if and to the extent determined by Parent) Parent shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations issued thereunder for any member of the SpinCo Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Section 1.336-1(b)(5)(ii).
Appears in 4 contracts
Samples: Limited Liability Company Agreement (PF2 SpinCo, Inc.), Limited Liability Company Agreement (Change Healthcare Inc.), Limited Liability Company Agreement (Change Healthcare Inc.)
Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror Distributing and SpinCo Controlled agree that (if and to the extent determined by Parent) Parent Distributing shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations Regulations issued thereunder for any each member of the SpinCo Controlled Group that is a domestic corporation for U.S. federal income Tax purposes purposes, other than the corporations listed on Exhibit [D] hereto, with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Regulations Section 1.336(e)-1(b)(61.336-1(b)(6), by reason of the application of Treasury regulations Regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Regulations Section 1.336-1(b)(5)(ii).
Appears in 2 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Vertiv Co.)
Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), ParentLMC, Acquiror RMT Parent and SpinCo Spinco agree that (if and to the extent determined by Parent) Parent LMC shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations Regulations issued thereunder for any each member of the SpinCo Spinco Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Regulations Section 1.336-1(b)(5)(ii).
Appears in 1 contract
Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror and SpinCo agree that (if and to the extent determined by Parent) Parent shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations issued thereunder for any member of the SpinCo Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Section 1.336-1(b)(5)(ii). 14 NTD: Amount equal to 5% of the equity value of SpinCo.
Appears in 1 contract
Samples: Limited Liability Company Agreement (McKesson Corp)
Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror ConAgra and SpinCo agree that (if and to the extent determined by Parent) Parent ConAgra shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations Regulations issued thereunder for any each member of the SpinCo LW Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Regulations Section 1.336-1(b)(5)(ii).
Appears in 1 contract
