Common use of Restrictions on SpinCo Clause in Contracts

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters or any Tax Opinions/Rulings. SpinCo agrees that it will not take or fail to take, or permit any Affiliate of SpinCo to take or fail to take, any action which prevents or could reasonably be expected to prevent the Tax-Free Status (including the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatment. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the active conduct of the SpinCo Business for purposes of Section 355(b)(2) of the Code, (ii) cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any 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, or (III) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate,

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or cause or permit any Affiliate member of the SpinCo Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any the Representation Letters or any the Tax Opinions/Rulings. SpinCo agrees that it will not take or fail to take, or permit any Affiliate member of the SpinCo Group to take or fail to take, any action which prevents that jeopardizes or could is reasonably be expected likely to prevent the Tax-Free Status (including the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in jeopardize the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatmentTreatment. (b) SpinCo agrees that, from the date hereof until the first day after During the two-year anniversary of period following the Distribution Date, it will (i) maintain its status as a company SpinCo, directly or indirectly through one or more members of SpinCo’s Separate Affiliated Group, shall continue the Active Trade or Business and (ii) SpinCo shall not engage in any transaction that would result in it ceasing to be engaged in the active conduct of the SpinCo such Active Trade or Business for purposes of Section 355(b)(2) of the Code. SpinCo further agrees that, (ii) from the date hereof until the two-year period following the date of the consummation of the Internal Distributions, SpinCo will cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct member of the trade or businesses designated as SpinCo Group that was a “controlled corporation” (within the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes meaning of Section 355(b)(2355(b) of the Code) in any Internal Distribution (and such member’s Separate Affiliated Group) (x) to directly or indirectly through one or more members of SpinCo’s Separate Affiliated Group continue the active trade or business used by such member to satisfy Section 355(b) of the Code with respect to the relevant Internal Distribution (as described in the Tax Opinions/Ruling), as conducted immediately prior to the relevant Internal Distribution and (iiiy) not engage in any transaction that would result in SpinCo or any Section 355 Affiliate such member ceasing to be a company so engaged in such active trade or business for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will shall not (and it will shall not cause each Section 355 Affiliate not or permit any of its Affiliates to), where applicable) in a single transaction or series of transactions: (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any Proposed Acquisition Transaction to occur (whether by (I1) redeeming rights under a shareholder rights plan, (II2) 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, or (III3) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 AffiliateSpinCo’s charter or bylaws or otherwise), ; (ii) liquidate or partially liquidate, merge or consolidate with any other Person (whether that other Person or liquidate such Affiliate is the survivor); (iii) subject to Schedule 7.2(c)(iii), sell or partially liquidatetransfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to SpinCo as part of the Separation or sell or transfer (or cause or permit to be transferred) 30% or more of the gross assets of the Active Trade or Business or 30% or more of the consolidated gross assets of SpinCo and its Affiliates; (iv) redeem or otherwise repurchase (directly or through an Affiliate) any of SpinCo’s Capital Stock, or rights to acquire SpinCo’s Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48); (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo’s Capital Stock (including through the conversion of one class of SpinCo’s Capital Stock into another class of SpinCo’s Capital Stock); (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters, any Ruling Request or any Tax Opinions/Rulings) that, in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Intended Tax Treatment; or (vii) cause or permit any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution to take any action or enter into any transaction described in the preceding clauses (ii), (iii), (iv), (v) or (vi) (substituting references therein to “SpinCo”, the “Separation,” “Active Trade or Business” and “SpinCo’s Capital Stock” with references to the relevant corporation, the transfer of assets to such corporation pursuant to the Transactions, the active conduct of the trade or business relied upon with respect to such Internal Distribution (as described in the relevant Representation Letters, and/or relevant Tax Opinion/Ruling) for purposes of Section 355(b)(2) of the Code, and the Capital Stock of such corporation), unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vii), (A) SpinCo shall have requested that Parent obtain a Ruling in accordance with Section 7.4 of this Agreement to the effect that such transaction will not negatively affect the applicable Intended Tax Treatment and Parent shall have received such a Ruling in form and substance reasonably satisfactory to Parent in its discretion, which discretion shall be exercised in good faith solely to preserve the Intended Tax Treatment (and, in determining whether a Ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Ruling), (B) SpinCo shall provide Parent with a Post-Distribution Tax Opinion in form and substance reasonably satisfactory to Parent in its discretion, which discretion shall be exercised in good faith solely to preserve the Intended Tax Treatment (and in determining whether a Post-Distribution Tax Opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Post-Distribution Tax Opinion) or (C) Parent shall have waived the requirement to obtain such Ruling or Post-Distribution Tax Opinion. (d) If SpinCo proposes to enter into any Section 7.2(d) Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Section 7.2(d) Acquisition Transaction, SpinCo proposes to permit any Section 7.2(d) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first day after the two-year anniversary of the Distribution Date, SpinCo shall provide Parent, no later than 10 Business Days following the signing of any written agreement with respect to the Section 7.2(d) Acquisition Transaction, with a written description of such transaction (including the type and amount of SpinCo’s Capital Stock to be issued in such transaction) and a certificate of the Chief Financial Officer of SpinCo to the effect that the Section 7.2(d) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 7.2(c) apply (a “CFO Certificate”).

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo Entity to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters or any Tax Opinions/RulingsOpinion. SpinCo agrees that it will not take or fail to take, or permit any Affiliate of SpinCo Entity to take or fail to take, any action which prevents or could reasonably be expected to prevent (A) the Tax-Free Status Status, or (including B) any transaction contemplated by the issuance Separation Agreement which is intended by the parties to be tax-free from so qualifying, including, in the case of SpinCo, issuing any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a tax-free distribution under within the meaning of Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatment. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the active conduct Active Trade or Business for purposes of Section 355(b)(2) of the SpinCo Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) cause in each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv)case, taking into account Section 355(b)(3) of the Code. (c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any 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, or (III) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise)occur, (ii) merge or consolidate with any other Person or liquidate or partially liquidate,, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) 30% or more of the gross assets of the Active Trade or Business or 30% or more of the consolidated gross assets of SpinCo and its Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a SpinCo Affiliate) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters or the Tax Opinion) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion) (B) SpinCo shall have requested Parent to obtain a supplemental ruling in accordance with Section 8.03 of this Agreement to the effect that such action will not affect the Tax-Free Status and Parent shall have received such a supplemental ruling in form and substance reasonably satisfactory to it or (C) Parent shall have waived the requirement to obtain such Unqualified Tax Opinion or supplemental ruling.

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo Entity to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters or any Tax Opinions/RulingsOpinion. SpinCo agrees that it will not take or fail to take, or permit any Affiliate of SpinCo Entity to take or fail to take, any action which prevents or could reasonably be expected to prevent (A) the Tax-Free Status Status, or (including B) any transaction contemplated by the issuance Separation Agreement which is intended by the parties to be tax-free from so qualifying, including, in the case of SpinCo, issuing any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a tax-free distribution under within the meaning of Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatment. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the active conduct Active Trade or Business for purposes of Section 355(b)(2) of the SpinCo Code and (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) cause in each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv)case, taking into account Section 355(b)(3) of the Code. (c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any 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, or (III) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise)occur, (ii) merge or consolidate with any other Person or liquidate or partially liquidate,, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) 30% or more of the gross assets of the Active Trade or Business or 30% or more of the consolidated gross assets of SpinCo and its Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through an SpinCo Affiliate) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters or the Tax Opinion) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion) (B) SpinCo shall have requested Parent to obtain a supplemental ruling in accordance with Section 8.03 of this Agreement to the effect that such action will not affect the Tax-Free Status and Parent shall have received such a supplemental ruling in form and substance reasonably satisfactory to it or (C) Parent shall have waived the requirement to obtain such Unqualified Tax Opinion or supplemental ruling.

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or cause or permit any Affiliate member of the SpinCo Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, material information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the other Ancillary Agreements, any Representation Letters Letter, or any the Tax Opinions/RulingsOpinion. SpinCo agrees that it will not take or fail to take, or permit any Affiliate member of the SpinCo Group to take or fail to take, any action which prevents or could reasonably be expected to prevent the (i) Tax-Free Status or (including ii) any Separation Transaction from having the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, tax treatment described in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatmentOpinion. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will (i) maintain its status as a company engaged in the active conduct of the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (ivii) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate it ceasing to be a company so engaged in the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any 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, or (III) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise)occur, (ii) merge or consolidate with any other Person or liquidate or partially liquidate,, (iii) in a single transaction or series of transactions (A) sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to SpinCo pursuant to the Contribution, (B) sell or transfer, or cause or permit to be sold or transferred, 30% or more of the gross assets of the SpinCo Active Trade or Business, or (C) sell or transfer 30% or more of the consolidated gross assets of SpinCo and its Affiliates (in each case, such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a SpinCo Affiliate) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation or covenant made in the Representation Letters, or the Tax Opinion) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would be reasonably likely to have the effect of causing or permitting one or more persons to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Tax-Free Status of the Contribution or the Distribution unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall have requested that Parent obtain a private letter ruling from the IRS and/or any other applicable Tax Authority (a “Post-Distribution Ruling”) in accordance with Section 7.04(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether a Post-Distribution Ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Post-Distribution Ruling), or (B) SpinCo shall provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or and will not cause or permit any Affiliate of SpinCo its Affiliates to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution AgreementAgreement (including the Plan of Reorganization), any of the Ancillary Agreements, any Representation Letters Letters, or any Tax Opinions/RulingsOpinion. SpinCo agrees that it will not take or fail to take, and will not cause or permit any Affiliate of SpinCo its Affiliates to take or fail to take, any action which prevents where such action or failure to act would, or could reasonably be expected to to, prevent the U.S. Tax-Free Status (including the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a taxForeign Tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatmentFree Status. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will (and will cause its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) to) (i) maintain its status the active conduct (as a company defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of the SpinCo Active Trade or Business and (ii) not engage in any transaction that would result in it ceasing to be engaged in the active conduct of the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in . SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo further agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to member of the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any Proposed Acquisition Transaction to occur (whether by (I) redeeming rights under a shareholder rights plan, (II) finding a tender offer to be Group that was a “permitted offerdistributing corporation” under any or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in the Internal Distribution (and such plan member’s “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code)) to (x) maintain the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of the trade or otherwise causing any such plan business(es) relied upon to be inapplicable or neutralized satisfy Section 355(b) of the Code with respect to the Internal Distribution (as described in the relevant Representation Letters, and/or relevant Tax Opinion), as conducted immediately prior to the Internal Distribution and (y) not engage in any Proposed Acquisition Transaction, transaction that would result in such member ceasing to be engaged in the active conduct of such trade or (III) approving any Proposed Acquisition Transaction, whether business for purposes of Section 203 355(b)(2) of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate,Code.

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or and will not cause or permit any Affiliate of SpinCo its Affiliates to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters Letters, or any Tax Opinions/RulingsOpinion. SpinCo agrees that it will not take or fail to take, and will not cause or permit any Affiliate of SpinCo its Affiliates to take or fail to take, any action which prevents where such action or failure to act would, or could reasonably be expected to to, prevent the U.S. Tax-Free Status (including the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a taxForeign Tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatmentFree Status. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will (and will cause its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) to) (i) maintain its status the active conduct (as a company defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of the SpinCo Active Trade or Business and (ii) not engage in any transaction that would result in it ceasing to be engaged in the active conduct of the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in . SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo further agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to member of the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any Proposed Acquisition Transaction to occur (whether by (I) redeeming rights under a shareholder rights plan, (II) finding a tender offer to be Group that was a “permitted offerdistributing corporation” under any or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in the Internal Distribution (and such plan member’s “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code)) to (x) maintain the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of the trade or otherwise causing any such plan business(es) relied upon to be inapplicable or neutralized satisfy Section 355(b) of the Code with respect to the Internal Distribution (as described in the relevant Representation Letters, and/or relevant Tax Opinion), as conducted immediately prior to the Internal Distribution and (y) not engage in any Proposed Acquisition Transaction, transaction that would result in such member ceasing to be engaged in the active conduct of such trade or (III) approving any Proposed Acquisition Transaction, whether business for purposes of Section 203 355(b)(2) of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate,Code.

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or and will not cause or permit any Affiliate of SpinCo its Affiliates to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters Letters, or any Tax Opinions/RulingsOpinion. SpinCo agrees that it will not take or fail to take, and will not cause or permit any Affiliate of SpinCo its Affiliates to take or fail to take, any action which prevents where such action or failure to act would, or could reasonably be expected to to, prevent the U.S. Tax-Free Status (including the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a taxForeign Tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatmentFree Status. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will (and will cause its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) to) (i) maintain its status the active conduct (as a company defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of the SpinCo Active Trade or Business and (ii) not engage in any transaction that would result in it ceasing to be engaged in the active conduct of the SpinCo Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in . SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo further agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution DateRestriction Period, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to member of the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any Proposed Acquisition Transaction to occur (whether by (I) redeeming rights under a shareholder rights plan, (II) finding a tender offer to be Group that was a “permitted offerdistributing corporation” under or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution (and such plan member’s “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code)) to (x) maintain the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations promulgated thereunder) of the trade or otherwise causing any such plan business(es) relied upon to be inapplicable or neutralized satisfy Section 355(b) of the Code with respect to the relevant Internal Distribution (as described in the relevant Representation Letters, and/or relevant Tax Opinion), as conducted immediately prior to the relevant Internal Distribution and (y) not engage in any Proposed Acquisition Transaction, transaction that would result in such member ceasing to be engaged in the active conduct of such trade or (III) approving any Proposed Acquisition Transaction, whether business for purposes of Section 203 355(b)(2) of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate,Code.

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any Representation Letters or any Tax Opinions/Rulings. SpinCo agrees that it will not take or fail to take, or permit any Affiliate of SpinCo to take or fail to take, any action which prevents or could reasonably be expected to prevent the Tax-Free Status (including the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatment. (b) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the active conduct of the SpinCo Business for purposes of Section 355(b)(2) of the Code, (ii) cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct of the trade or businesses designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling Opinion for purposes of Section 355(b)(2) of the Code, (iii) not engage in any transaction that would result in SpinCo or any Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will not (and it will cause each Section 355 Affiliate not to, where applicable) (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any 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, or (III) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 Affiliate’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate,, (iii) in a single transaction or series of transactions, sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred, directly or indirectly, to SpinCo pursuant to the Contribution (or, with respect to any such Section 355 Affiliate, to such Section 355 Affiliate pursuant to any Ancillary Agreements), or sell or transfer 30% or more of the gross assets of the SpinCo Business (or, with respect to any such Section 355 Affiliate, the gross assets of any trade or business designated as the trade or business for such Section 355 Affiliate in the relevant Tax Opinion) or 30% or more of the consolidated gross assets of SpinCo and its Affiliates or of any Section 355 Affiliate and its Subsidiaries (such percentages to be measured based on fair market value as of the date of the Distribution or the relevant Internal Distribution, as applicable), (iv) redeem or otherwise repurchase (directly or through an Affiliate) any SpinCo Capital Stock or any Section 355 Affiliate Capital Stock, or rights to acquire stock, (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock or Section 355 Affiliate Capital Stock (including, without limitation, through the conversion of one class of stock into another class of stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation or covenant made in the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or any Section 355 Affiliate or otherwise jeopardize the Tax-Free Status, unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall have requested that Parent obtain a Ruling in accordance with Section 7.04 to the effect that such transaction will not affect the Tax-Free Status and Parent shall have received such a Ruling in form and substance satisfactory to Parent in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether a Ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Ruling), or (B) SpinCo shall provide Parent with, or assist Parent in obtaining, an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion, and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

Restrictions on SpinCo. (a) SpinCo agrees that it will not take or fail to take, or cause or permit any Affiliate member of the SpinCo Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, information, statement, covenant or representation in this Agreement, the Separation and Distribution Agreement, any of the Ancillary Agreements, any the Representation Letters or any the Tax Opinions/Rulings. SpinCo agrees that it will not take or fail to take, or permit any Affiliate member of the SpinCo Group to take or fail to take, any action which prevents that jeopardizes or could is reasonably be expected likely to prevent the Tax-Free Status (including the issuance of any SpinCo Capital Stock or Section 355 Affiliate Capital Stock that would prevent the Distribution or any Internal Distribution from qualifying as a tax-free distribution under Section 355 of the Code), it being agreed and understood that SpinCo shall not agree, and shall prevent any Affiliate of SpinCo from agreeing, in any Tax Contest to any position that is inconsistent with the Tax treatment of the Transactions as provided in jeopardize the Intended Tax Treatment or the Parent Group Transaction Returns, unless there is no reasonable basis for such Tax treatmentTreatment. (b) SpinCo agrees that, from the date hereof until the first day after During the two-year anniversary of period following the Distribution Date, it will (i) maintain its status as a company SpinCo, directly or indirectly through one or more members of SpinCo’s Separate Affiliated Group, shall continue the Active Trade or Business and (ii) SpinCo shall not engage in any transaction that would result in it ceasing to be engaged in the active conduct of the SpinCo such Active Trade or Business for purposes of Section 355(b)(2) of the Code. SpinCo further agrees that, (ii) from the date hereof until the two-year period following the date of the consummation of the Internal Distributions, SpinCo will cause each Section 355 Affiliate to maintain such Section 355 Affiliate’s status as a company engaged in the active conduct member of the trade or businesses designated as SpinCo Group that was a “controlled corporation” (within the trade or business for such Section 355 Affiliate in the relevant Tax Opinion/Ruling for purposes meaning of Section 355(b)(2355(b) of the Code) in any Internal Distribution (and such member’s Separate Affiliated Group) (x) to directly or indirectly through one or more members of SpinCo’s Separate Affiliated Group continue the active trade or business used by such member to satisfy Section 355(b) of the Code with respect to the relevant Internal Distribution (as described in the Tax Opinions/Ruling), as conducted immediately prior to the relevant Internal Distribution and (iiiy) not engage in any transaction that would result in SpinCo or any Section 355 Affiliate such member ceasing to be a company so engaged in such active trade or business for purposes of Section 355(b)(2) of the Code and (iv) cause each Section 355 Affiliate not to engage in any transaction that would result in such Section 355 Affiliate ceasing to be a company so engaged for purposes of Section 355(b)(2) of the Code, in the case of each of clauses (i) through (iv), taking into account Section 355(b)(3) of the Code. (c) SpinCo agrees that, from the date hereof until the first day after the two-year anniversary of the Distribution Date, it will shall not (and it will shall not cause each Section 355 Affiliate not or permit any of its Affiliates to), where applicable) in a single transaction or series of transactions: (i) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Proposed Acquisition Transaction, permit (or cause to be permitted) any Proposed Acquisition Transaction to occur (whether by (I1) redeeming rights under a shareholder rights plan, (II2) 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, or (III3) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo or any Section 355 AffiliateSpinCo’s charter or bylaws or otherwise), ; (ii) liquidate or partially liquidate, merge or consolidate with any other Person (whether that other Person or liquidate such Affiliate is the survivor); (iii) subject to Schedule 7.2(c)(iii), (1) sell or partially liquidatetransfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to SpinCo as part of the Separation or (2) sell or transfer (or cause or permit to be transferred) 30% or more of the gross assets of the Active Trade or Business or 30% or more of the consolidated gross assets of SpinCo and its Affiliates; (iv) redeem or otherwise repurchase (directly or through an Affiliate) any of SpinCo’s Capital Stock, or rights to acquire SpinCo’s Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48); (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo’s Capital Stock (including through the conversion of one class of SpinCo’s Capital Stock into another class of SpinCo’s Capital Stock); (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters, any Ruling Request or any Tax Opinions/Rulings) that, in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo or otherwise jeopardize the Intended Tax Treatment; or (vii) cause or permit any member of the SpinCo Group that was a “controlled corporation” (within the meaning of Section 355(b) of the Code) in any Internal Distribution to take any action or enter into any transaction described in the preceding clauses (ii), (iii), (iv), (v) or (vi) (substituting references therein to “SpinCo”, the “Separation,” “Active Trade or Business” and “SpinCo’s Capital Stock” with references to the relevant corporation, the transfer of assets to such corporation pursuant to the Transactions, the active conduct of the trade or business relied upon with respect to such Internal Distribution (as described in the relevant Representation Letters, and/or relevant Tax Opinion/Ruling) for purposes of Section 355(b)(2) of the Code, and the Capital Stock of such corporation), unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through (vii), (A) SpinCo shall have requested that Parent obtain a Ruling in accordance with Section 7.4 of this Agreement to the effect that such transaction will not negatively affect the applicable Intended Tax Treatment and Parent shall have received such a Ruling in form and substance reasonably satisfactory to Parent in its discretion, which discretion shall be exercised in good faith solely to preserve the Intended Tax Treatment (and, in determining whether a Ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Ruling), (B) SpinCo shall provide Parent with a Post-Distribution Tax Opinion in form and substance reasonably satisfactory to Parent in its discretion, which discretion shall be exercised in good faith solely to preserve the Intended Tax Treatment (and in determining whether a Post-Distribution Tax Opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Post-Distribution Tax Opinion) or (C) Parent shall have waived the requirement to obtain such Ruling or Post-Distribution Tax Opinion. (d) If SpinCo proposes to enter into any Section 7.2(d) Acquisition Transaction or, to the extent SpinCo has the right to prohibit (or cause to be prohibited) any Section 7.2(d) Acquisition Transaction, SpinCo proposes to permit any Section 7.2(d) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first day after the two-year anniversary of the Distribution Date, SpinCo shall provide Parent, no later than 10 Business Days following the signing of any written agreement with respect to the Section 7.2(d) Acquisition Transaction, with a written description of such transaction (including the type and amount of SpinCo’s Capital Stock to be issued in such transaction) and a certificate of the Chief Financial Officer of SpinCo to the effect that the Section 7.2(d) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 7.2(c) apply (a “CFO Certificate”).