Qualification as Tax-Free Distribution Sample Clauses
Qualification as Tax-Free Distribution. After the Closing Date, neither CCI nor uBid shall take, or permit any member of its respective Group to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code or any other transaction contemplated by this Agreement or any Ancillary Agreement which is intended by the parties to be tax-free from failing so to qualify. Without limiting the foregoing, after the Closing Date and on or prior to the Distribution Date, uBid shall not issue or grant, and shall not permit any member of the uBid Group to issue or grant, directly or indirectly, any shares of uBid Common Stock or any rights, warrants, options or other securities to purchase or acquire (whether upon conversion, exchange or otherwise) any shares of uBid Common Stock (whether or not then exercisable, convertible or exchangeable) except for grants of stock options to employees and directors or uBid that by their terms cannot be exercised until after the earlier of (i) the Distribution Date or (ii) 18 months following the Closing Date.
Qualification as Tax-Free Distribution. After the Distribution Date, -------------------------------------- neither ATL nor SONO will take or allow any of their respective Affiliates to take any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"). After the Distribution Date, SONO will not and will not allow any Affiliate of SONO to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to ATL of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit SONO from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. After the Distribution Date, ATL will not and will not allow any Affiliate of ATL to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to SONO of any transaction contemplated by this Agreement; however, nothing in this Section shall prohibit ATL from taking any action, or entering into any transaction in the ordinary course of business in connection with the settlement of any audit issue, or in connection with the filing of any tax return. Each party represents to the other party that it has no present intention to do or to take any action prohibited by the provisions of this Section.
Qualification as Tax-Free Distribution. After the -------------------------------------- Assumption Time, neither Parent nor Technologies shall take, or permit any member of its respective Group to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code or any other transaction contemplated by this Agreement or any Ancillary Agreement which is intended by the parties to be tax-free from failing so to qualify.
Qualification as Tax-Free Distribution. After the Assumption Time, neither Parent nor Spinco shall take, or permit any member of its respective Group to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended or any other transaction contemplated by this Agreement or any Ancillary Agreement which is intended by the parties to be tax-free from failing so to qualify.
Qualification as Tax-Free Distribution. (a) After the Distribution Date, neither Bio-Vascular or Vital Images will take, or allow any Affiliate to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code.
(b) After the Distribution Date, Vital Images will not, nor allow any Affiliate of Vital Images to, take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to Bio-Vascular, which are known to Vital Images, of any transaction contemplated by this Agreement; provided, however, that nothing in this Section 5.7(b) shall prohibit Vital Images from taking any action, or entering into any transaction (or permitting or causing any Affiliate to so act or enter) in the ordinary course of business or in the ordinary course of business dealing, or in connection with the settlement of any audit issue or in connection with the filing of any tax return. After the Distribution Date, Bio-Vascular shall not, nor allow any Affiliate to, take any action or enter into any transaction which could reasonably be expected to materially adversely impact the anticipated tax consequences to Vital Images, which are known to Bio-Vascular, of any transaction contemplated by this Agreement; provided, however, that nothing in this Section 5.7(b) shall prohibit Bio-Vascular from taking any action, or entering into any transaction (or permitting or causing any Affiliate so to act or enter), in the ordinary course of business or in the ordinary course of business dealing, or in connection with the settlement of any audit issue or in connection with the filing of any tax return.
Qualification as Tax-Free Distribution. After the Closing Date, neither CBI nor CONVERGYS shall take, or permit any member of its respective Group to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code or any other transaction contemplated by this Agreement or any Ancillary Agreement which is intended by the parties to be tax-free
Qualification as Tax-Free Distribution. After the Enova Distribution date, Hartcourt or Enova shall not take any action which could reasonably be expected to prevent the Enova Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code or any other transaction contemplated by this Agreement or any Ancillary Agreement which is intended by the parties to be tax-free from failing so to qualify. After the Enova Distribution Date, Enova shall not take any action or enter into any transaction which could reasonably be expected to materially adversely impact the reasonably expected tax consequences to Hartcourt which are known to Enova of any transaction contemplated by this Agreement.
Qualification as Tax-Free Distribution. After the Closing Date, none of AT&T, Lucent or NCR shall take, or permit any member of its respective Group to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code or any other transaction contemplated by this Agreement or any Ancillary Agreement which is intended by the parties to be tax-free from failing so to qualify. Without limiting the foregoing, after the Closing Date and on or prior to the Distribution Date, Lucent shall not issue or grant, and shall not permit any member of the Lucent Group to issue or grant, directly or indirectly, any shares of Lucent Common Stock or any rights, warrants, options or other securities to purchase or acquire (whether upon conversion, exchange or otherwise) any shares of Lucent Common Stock (whether or not then exercisable, convertible or exchangeable).
Qualification as Tax-Free Distribution. (a) After the NCR Distribution Date, none of AT&T or NCR shall take, or permit any member of its respective Group to take, any action which could reasonably be expected to prevent the NCR Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code or any other transaction contemplated by this Agreement or any other Transaction Agreement which is intended by the parties to be tax-free from failing so to qualify.
(b) After the NCR Distribution Date, NCR shall not, nor cause or permit, any member of the NCR Group to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the reasonably expected tax consequences to AT&T which are known to NCR of any transaction contemplated by this Agreement or any Transaction Agreement; provided, however, nothing in this Section 6.2(b) shall prohibit NCR from taking any action, or entering into any transaction (or permitting or causing any member of the NCR Group so to act or enter) in the ordinary course of business or in the ordinary course of business dealing, or in connection with the settlement of any audit issue or in connection with the filing of any tax return. After the NCR Distribution Date, AT&T shall not, nor cause or permit, any member of the AT&T Services Group to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the expected tax consequences to NCR which are known to AT&T of any transaction contemplated by this Agreement or any Transaction Agreement; provided, however, nothing in this Section 6.2(b) shall prohibit AT&T from taking any action, or entering into any transaction (or permitting or causing any member of the AT&T Services Group so to act or enter), in the ordinary course of business or in the ordinary course of business dealing, or in connection with the settlement of any audit issue or in connection with the filing of any tax return.
Qualification as Tax-Free Distribution. (a) The parties have determined they will not seek a private letter ruling from the IRS concerning the tax-free status of the Distribution. Based on the counsel of their tax advisors, the parties believe the transaction would qualify as a tax-free distribution within the meaning of Section 355 of the Code. After the Distribution Date, neither Volu-Sol nor Biomune will take, or permit any member of its respective corporate group to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution under Code Section 355 or any other transaction contemplated by this Agreement which is intended by the parties to be tax-free from failing so to qualify.
(b) Notwithstanding the foregoing, nothing in this Section will prohibit either party from taking any action or entering into any transaction in the ordinary course of business or in the ordinary course of business dealing, or in connection with the settlement of any audit issue or the filing of any tax return.