Common use of Related Person Insurance Income Clause in Contracts

Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person that is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year (interpreted in accordance with Section 953(c)(3)(B) of the Code) will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own stock of CGA that represents 20% or more of the combined voting power of all classes of stock of the Company that are entitled to vote or 20% or more of the total value of the Company ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.13(a) by virtue of such sale which the Company has reason to believe will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; provided, further, that it is hereby understood that this Section 5.13(a) does not alter any provision in the Amended and Restated Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws. (b) In the event that the Board shall have given prior authorization (as provided in subsection (a) of this Section 5.13) for CGA to sell insurance or reinsurance which the Company has reason to believe will generate Excess RPII for any tax year, then, unless a U.S. statute, a final regulation of the U.S. Treasury or a published ruling of the U.S. Internal Revenue Service issued after the Closing Date provides or establishes that subpart F insurance income (as defined in Code Section 953) does not constitute unrelated business taxable income (as defined in Code Section 512), the Company shall notify any U.S. Shareholder that the Company knows is subject, pursuant to Code Section 511, to tax only on its unrelated business taxable income not later than June 30 of the tax year in which the Company proposes that CGA generate Excess RPII of such authorization.

Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person that which is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year (interpreted in accordance with Section 953(c)(3)(B) of the Code) will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own stock of CGA that represents 20% 20 percent or more of the combined voting power of all classes of stock of the Company that are entitled to vote or 20% or more of the total value of the Company CGA ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.13(a5.15(a) by virtue of such sale which the Company has reason to believe will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; provided, further, that it is hereby understood that this Section 5.13(a5.15(a) does not alter any provision in the Amended and Restated Company's Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws. (b) In the event that the Board shall have given prior authorization (as provided in subsection (a) of this Section 5.135.15) for CGA to sell insurance or reinsurance which the Company has reason to believe will generate Excess RPII for any tax year, then, unless a U.S. statute, a final regulation of the U.S. Treasury or a published ruling of the U.S. Internal Revenue Service issued after the Closing Date provides or establishes that subpart F insurance income (as defined in Code Section 953) does not constitute unrelated business taxable income (as defined in Code Section 512), the Company shall so notify any U.S. Shareholder that the Company knows which is subject, pursuant to Code Section 511, to tax only on its unrelated business taxable income not later than June 30 of the tax year in which the Company proposes that CGA generate Excess RPII of such authorizationRPII.

Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person that which is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year (interpreted in accordance with Section 953(c)(3)(B) of the Code) will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own stock of CGA that represents 20% 20 percent or more of the combined voting power of all classes of stock of the Company that are entitled to vote or 20% or more of the total value of the Company CGA ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.13(a) by virtue of such sale which the Company has reason to believe knows will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; provided, further, that it is hereby understood that this Section 5.13(a) does not alter any provision in the Amended and Restated Company's Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws. (b) In the event that the Board shall have given prior authorization (as provided in subsection (a) of this Section 5.13) for CGA to sell insurance or reinsurance which the Company has reason to believe knows will generate Excess RPII for any tax year, then, unless a U.S. statute, a final regulation of the U.S. Treasury or a published ruling of the U.S. Internal Revenue Service issued after the Closing Date provides or establishes that subpart F insurance income (as defined in Code Section 953) does not constitute unrelated business taxable income (as defined in Code Section 512), the Company shall so notify any U.S. Shareholder that the Company knows which is subject, pursuant to Code Section 511, to such tax only on its unrelated business taxable income not later than June 30 of the tax year in which the Company proposes that CGA generate Excess RPII of such authorizationRPII.

Related Person Insurance Income. (a) The Company shall use its best efforts to cause CGA not to sell insurance or reinsurance to a U.S. person that which is a shareholder of the Company ("U.S. Shareholder") or a related person (within the meaning of Section 953(c)(6) of the Code) to a U.S. Shareholder ("Related Person") and which would therefore generate related person insurance income (within the meaning of Section 953(c)(2) of the Code) ("RPII") if the Company knows that (i) 20% or more of CGA's gross insurance income in any taxable year (interpreted in accordance with Section 953(c)(3)(B) of the Code) will be RPII and (ii) persons which are directly or indirectly insured or reinsured by CGA ("Insureds") or Related Persons to Insureds own stock of CGA that represents 20% 20 percent or more of the combined voting power of all classes of stock of the Company that are entitled to vote or 20% or more of the total value of the Company CGA ("Excess RPII"); provided, however, that it is hereby understood that the Company shall not be considered to violate this Section 5.13(a) by virtue of such sale which the Company has reason to believe will generate Excess RPII if the Company receives the prior approval of 100% of the members of the Board then in office; , provided, further, that it is hereby understood that this Section 5.13(a) does not alter any provision in the Amended and Restated Company's Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws. (b) In the event that the Board shall have given prior authorization (as provided in subsection (a) of this Section 5.13) for CGA to sell insurance or reinsurance which the Company has reason to believe will generate Excess RPII for any tax year, then, unless a U.S. statute, a final regulation of the U.S. Treasury or a published ruling of the U.S. Internal Revenue Service issued after the Closing Date provides or establishes that subpart F insurance income (as defined in Code Section 953) does not constitute unrelated business taxable income (as defined in Code Section 512), the Company shall so notify any U.S. Shareholder that the Company knows which is subject, pursuant to Code Section 511, to tax only on its unrelated business taxable income not later than June 30 of the tax year in which the Company proposes that CGA generate Excess RPII of such authorizationRPII.