Common use of Restrictions on SpinCo Clause in Contracts

Restrictions on SpinCo. (a) SpinCo shall not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in a Ruling Request, Representation Letters or Tax Opinions/Rulings. SpinCo shall not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action if such action or failure to act would or reasonably could be expected to adversely affect, jeopardize or prevent (A) the Tax-Free Status of the Contribution and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step Plan). (b) From the Distribution Date until the first Business Day after the Restriction Period, SpinCo shall (i) maintain its status as a company engaged in an Active Trade or Business and (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in an Active Trade or Business. (c) From the Distribution Date until the first Business Day after the Restriction Period, SpinCo shall not: (i) enter into or permit to occur any Proposed Acquisition Transaction, or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; (ii) merge or consolidate with any other Person, or liquidate or partially liquidate for U.S. federal income Tax purposes, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes; (iii) in a single transaction or series of transactions sell or transfer 30% or more of the gross assets of any Active Trade or Business or 30% or more of the consolidated gross assets of the SpinCo Group (such percentages to be measured based on fair market value as of the Distribution Date); (iv) redeem or otherwise repurchase (directly or through an Affiliate of SpinCo) any SpinCo Capital 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 (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock); (vi) cause or permit any ATB Entity to cease to engage in an Active Trade or Business; or (vii) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in a Ruling Request, the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would or reasonably could 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 successor) or otherwise jeopardize the Tax-Free Status of the Contribution and the Distribution, taken together, in each case, unless 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 (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in accordance with Sections 6.05(b) and (d) to the effect that such transaction will not affect such Tax-Free Status, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its reasonable discretion, (B) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its reasonable discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, and any management representations used as a basis for the Unqualified Tax Opinion) or (C) Parent shall have waived (which waiver may be withheld by Parent in its reasonable discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. (d) From the Distribution Date until the first Business Day after the one year period following the Distribution Date, no member of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.) shall be liquidated or merged for U.S. federal Income Tax purposes.

Restrictions on SpinCo. (a) SpinCo shall 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 if where such action or failure to act would be inconsistent with or cause to be untrue any material, statement, information, covenant covenant, or representation in a Ruling Requestthis Agreement, Representation Letters the Separation and Distribution Agreement, any other Transaction Documents, or any of the Tax Opinions/Rulings. Materials. (b) SpinCo shall 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 if where such action or failure to act would would, or could reasonably could be expected to adversely affectto, jeopardize or prevent (A) the U.S. Tax-Free Status of the Contribution and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step Plan)Foreign Tax-Free Status. (bc) From SpinCo agrees that, from the Distribution Date date hereof until the first Business Day business day after the Restriction Period, SpinCo shall it will (and will cause each Controlled Company and each Controlled SAG to) (i) maintain its status the active conduct (as a company engaged defined in an Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Controlled Active Trade Trades or Business Businesses, and (ii) not engage in any transaction that would or reasonably could result in it any Controlled Company ceasing to be a company engaged in an the active conduct of the relevant Controlled Active Trade Trades or BusinessBusinesses for purposes of Section 355(b)(2) of the Code. (ci) From SpinCo agrees that, from the Distribution Date date hereof until the first Business Day business day after the Restriction Period, SpinCo shall it will not: (iA) enter into or permit to occur any Proposed Acquisition Transaction, Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occuroccur (whether by (1) redeeming rights under a shareholder rights plan, (2) 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 (3) 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 SpinCo or otherwise); (iiB) merge liquidate or consolidate partially liquidate (including taking any action that is a liquidation for Federal Income Tax purposes); (C) merge, consolidate, or amalgamate with any other Person, or liquidate or partially liquidate for U.S. federal income Tax purposes, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes; (iiiD) in a single transaction or series of transactions sell transactions, (1) sell, transfer, or transfer 30% otherwise dispose of or more agree to sell, transfer, or otherwise dispose of (including in any transaction treated for Federal Income Tax purposes as a sale, transfer, or disposition), other than sales, transfers, or other dispositions of inventory in the gross ordinary course of business, all or substantially all the assets (including any shares of capital stock of a Subsidiary) that were transferred to SpinCo pursuant to the SpinCo Contribution, or (2) sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of (including in any Active Trade transaction treated for Federal Income Tax purposes as a sale, transfer, or Business or 30% disposition) twenty-five percent (25%) or more of the consolidated gross assets of SpinCo and its Affiliates or the gross assets of the Controlled Active Trade or Business relied upon by SpinCo Group (in each case, such percentages percentage to be measured based on fair market value of the assets as of the Distribution Date); (ivE) redeem or otherwise repurchase (directly or through an Affiliate of SpinCoAffiliate) any SpinCo Capital Stock, or rights to acquire SpinCo Capital Stock, except to the extent such repurchases meet the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (as in effect prior to the amendment by Revenue Procedure 2003-48); (vF) 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); (vi) cause or permit any ATB Entity to cease to engage in an Active Trade or Business; or (viiG) take any other action or actions (including any action or transaction that would reasonably be reasonably likely expected to be inconsistent with any representation or covenant made in a Ruling Request, the Representation Letters or the Tax Opinions/RulingsMaterials) which in the aggregate (and taking into account any other transactions described in this subparagraph (cSection 6.02(d)(i)) would or be reasonably could likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, acquire directly or indirectly, stock indirectly Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo (or any successor) or otherwise jeopardize the U.S. Tax-Free Status of the Contribution Distribution, any Internal Distribution, or any Internal Separation Transaction; or (H) cause or permit any Controlled Company in any Internal Distribution to take any action or enter into any transaction described in the preceding clauses (B) through (G) (substituting references therein to “SpinCo,” the “SpinCo Contribution,” and “SpinCo Capital Stock” with references to the relevant Controlled Company, the transfer of assets to such Controlled Company pursuant to the Transactions, and the Distribution, taken together, Capital Stock of such Controlled Company); in each case, unless unless, prior to taking any such action set forth in the foregoing clauses (iA) through (viH), (Ax) SpinCo shall have requested that Parent obtain a private letter ruling (including a supplemental rulingor, if applicable, a supplemental private letter ruling) from the IRS and/or other ruling from an applicable Tax Authority (a “Post-Distribution Ruling”) in accordance with Sections 6.05(bSection 6.04(a) and (dc) to the effect that such transaction will not affect such the U.S. Tax-Free StatusStatus of any External Spin-Off Transaction or any Internal Distribution, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its reasonable discretiondiscretion (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), (By) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its reasonable discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, assumptions and any management representations used as a basis for the Unqualified Tax Opinion) opinion), or (Cz) Parent shall have waived (which waiver may be withheld by Parent in its reasonable sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling or and/or Unqualified Tax Opinion. (dii) From the Distribution Date until the first Business Day after the one year period following the Distribution DateSpinCo agrees that, no member unless Parent consents in writing, it will not (and will not cause or permit any of its Affiliates to) take any of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.) shall be liquidated or merged for U.S. federal Income Tax purposesSpecified Restricted Actions.

Restrictions on SpinCo. (a) SpinCo shall agrees that it will not take or fail to take, or and will not cause or permit any Affiliate of SpinCo its respective Affiliates to take or fail to take, any action if where such action or failure to act would be inconsistent with or cause to be untrue any statementmaterial, information, covenant or representation in a Ruling Requestthis Agreement, the Separation Agreement, any of the Ancillary Agreements, the Representation Letters Letter or the Tax Opinions/RulingsOpinion. SpinCo shall agrees that it will not take or fail to take, or and will not cause or permit any Affiliate of SpinCo its respective Affiliates to take or fail to take, any action if where such action or failure to act would would, or could reasonably could be expected to adversely affectto, jeopardize or prevent (A) the Tax-Free Status of the Contribution and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step Plan)Status. (b) From SpinCo agrees that, from the Distribution Date date hereof until the first Business Day day after the Restriction Period, SpinCo shall 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 engaged defined in an 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 or reasonably could result in it ceasing to be a company engaged in an such SpinCo Active Trade or BusinessBusiness for purposes of Section 355(b)(2) of the Code. (c) From SpinCo agrees that, from the Distribution Date date hereof until the first Business Day day after the Restriction Period, SpinCo shall it will not: (i) enter into or permit to occur any Proposed Acquisition Transaction, Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur;occur (whether by (1) redeeming rights under a shareholder rights plan, (2) 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 (3) 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’s charter or bylaws or otherwise), (ii) merge or consolidate with any other Person, Person or liquidate or partially liquidate for U.S. federal income Tax purposes, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes;liquidate, (iii) in a single transaction or series of transactions (1) sell or transfer 30(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 IAC Group Transfer, (2) sell or transfer to any Person that is not a member of SpinCo’s “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) 50% or more of the gross assets of any the SpinCo Active Trade or Business Business, or (3) sell or transfer 30% or more of the consolidated gross assets of the SpinCo Group (such percentages to be measured based on fair market value as of the Distribution Date);and its Affiliates, (iv) redeem or otherwise repurchase (directly or through an Affiliate of SpinCoa SpinCo Affiliate) any SpinCo Capital Stock;, or rights to acquire SpinCo 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 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) cause or permit any ATB Entity to cease to engage in an Active Trade or Business; or (vii) 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 a Ruling Request, the Representation Letters Letter or the Tax Opinions/RulingsOpinion) which that, in the aggregate (and taking into account any other transactions described in this subparagraph (c)) ), would or be reasonably could likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) persons to acquire, directly or indirectly, stock SpinCo Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo (or any successor) or otherwise jeopardize the Tax-Free Status of the Contribution and the Distribution, taken togetherDistribution unless, in each case, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (Ax) SpinCo shall have requested that Parent IAC obtain a private letter ruling (including a supplemental rulingor, if applicable, a supplemental private letter ruling) from the IRS (a “Post-Distribution Ruling”) and/or any other applicable Tax Authority in accordance with Sections 6.05(bSection 7.04(b) and (d) to the effect that such transaction will not affect such the Tax-Free Status, Status of the Distribution (taken together with the IAC Group Transfer) and Parent IAC shall have received such a Post-Distribution Ruling private letter ruling in form and substance satisfactory to Parent IAC in its reasonable discretion, (B) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form sole and substance satisfactory to Parent in its reasonable absolute discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion a private letter ruling is satisfactory, Parent IAC may consider, among other factors, the appropriateness of any underlying assumptionsassumptions and management’s representations made in connection with such private letter ruling), (y) SpinCo shall have provided IAC with an Unqualified Tax Opinion in form and substance satisfactory to IAC in its sole and absolute discretion (and in determining whether an opinion is satisfactory, IAC may consider, among other factors, the appropriateness of any management underlying assumptions and management’s representations if used as a basis for the Unqualified Tax Opinionopinion and IAC may determine that no opinion would be acceptable to IAC) or (Cz) Parent IAC shall have waived (which waiver may be withheld by Parent in its reasonable discretion) the requirement to obtain such Post-Distribution Ruling private letter ruling or Unqualified Tax Opinion. (d) From the Distribution Date until the first Business Day after the one year period following the Distribution Date, no member of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.) shall be liquidated or merged for U.S. federal Income Tax purposes.

Restrictions on SpinCo. (a) SpinCo shall Spinco agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo Spinco Affiliate, as the case may be, to take or fail to take, any action if where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in a Ruling Request, any Representation Letters or Tax Opinions/Rulings. SpinCo shall Spinco agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo Spinco Affiliate, as the case may be, to take or fail to take, any action if such action which adversely affects or failure to act would or could reasonably could be expected to adversely affect, jeopardize or prevent (A) affect the Tax-Free Status of the Contribution Separation and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step Plan). (b) From Spinco agrees that, from the Distribution Date date hereof until the first Business Day after the Restriction Periodtwo-year anniversary of the Distribution Date, SpinCo shall it will (i) maintain its status as a company engaged in an the Active Trade or Business and for purposes of Section 355(b)(2) of the Code, (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in an the Active Trade or BusinessBusiness for purposes of Section 355(b)(2) of the Code, (iii) cause each Spinco Affiliate whose Active Trade or Business is relied upon in the Tax Opinions/Rulings for purposes of qualifying a transaction as tax-free pursuant to Section 355 of the Code or other Tax Law, if any, to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other applicable Tax Law, (iv) not engage in any transaction or permit a Spinco Affiliate to engage in any transaction that would result in a Spinco Affiliate described in clause (iii) hereof, if any, ceasing to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iv) hereof, and (v) not dispose of or permit a Spinco Affiliate to dispose of, directly or indirectly, any interest in a Spinco Affiliate described in clause (iii) hereof, if any, or permit any such Spinco Affiliate, if any, to make or revoke any election under Treasury Regulation Section 301.7701-3. (c) From Spinco agrees that, from the Distribution Date date hereof until the first Business Day after the Restriction Periodtwo-year anniversary of the Distribution Date, SpinCo shall not: it will not and will not permit any Spinco Affiliate described in clause (iii) of Section 6.01(b), if any, to (i) enter into or permit to occur any Proposed Acquisition Transaction, Transaction or, to the extent SpinCo Spinco has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; occur (whether by (a) redeeming rights under a shareholder rights plan, (b) 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, (c) approving any Proposed Acquisition Transaction, whether for purposes of any corporate statute similar to Section 203 of the Delaware General Corporation Law, any “fair price” or other provision of Spinco's charter or bylaws, or (d) amending its certificate of incorporation to declassify its board of directors or approving any such amendment, or otherwise), (ii) merge or consolidate with any other Person, Person or liquidate or partially liquidate for U.S. federal income Tax purposesliquidate, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes; (iii) in a single transaction or series of transactions sell or transfer 30(other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the LDC Assets or sell or transfer 25% or more of the gross assets of any Active Trade or Business or 3025% or more of the consolidated gross assets of the SpinCo Group 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 Affiliate of SpinCoa Spinco Affiliate) any SpinCo Spinco 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 Spinco Capital Stock (including, without limitation, through the conversion of one class of SpinCo Spinco Capital Stock into another class of SpinCo Spinco Capital Stock); , or (vi) cause or permit any ATB Entity to cease to engage in an Active Trade or Business; or (vii) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in a Ruling Request, the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would or be reasonably could likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, acquire directly or indirectly, stock indirectly Spinco Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo (or any successor) Spinco or otherwise jeopardize the Tax-Free Status of the Contribution Separation and the Distribution, taken together, in each case, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo Spinco shall have requested that Parent obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) Ruling in accordance with Sections 6.05(bSection 6.03(b) and (d) of this Agreement to the effect that such transaction will not affect such the Tax-Free StatusStatus of the Separation and the Distribution, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its reasonable sole and absolute discretion, or (B) SpinCo Spinco shall have provided provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its reasonable sole and absolute discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, assumptions and any management management's representations if used as a basis for the Unqualified Tax Opinionopinion and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived (which waiver may be withheld by Parent in its reasonable discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. (d) From the Distribution Date until the first Business Day after the one year period following the Distribution Date, no member of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.) shall be liquidated or merged for U.S. federal Income Tax purposes.

Restrictions on SpinCo. (a) SpinCo shall not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in a Ruling Request, Representation Letters or Tax Opinions/Rulings. SpinCo shall not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action if such action or failure to act would or reasonably could be expected to adversely affect, jeopardize or prevent (A) the Tax-Free Status of the Contribution and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step Plan). (b) From the Distribution Date until the first Business Day after the Restriction Period, SpinCo shall (i) maintain its status as a company engaged in an Active Trade or Business and (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in an Active Trade or Business. (c) From the Distribution Date until the first Business Day after the Restriction Period, SpinCo shall not: (i) enter into or permit to occur any Proposed Acquisition Transaction, or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; (ii) merge or consolidate with any other Person, or liquidate or partially liquidate for U.S. federal income Tax purposes, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes; (iii) in a single transaction or series of transactions sell or transfer 30% or more of the gross assets of any Active Trade or Business or 30% or more of the consolidated gross assets of the SpinCo Group (such percentages to be measured based on fair market value as of the Distribution Date); (iv) redeem or otherwise repurchase (directly or through an Affiliate of SpinCo) any SpinCo Capital 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 (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock); (vi) cause or permit any ATB Entity to cease to engage in an Active Trade or Business; or (vii) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in a Ruling Request, the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would or reasonably could 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 successor) or otherwise jeopardize the Tax-Free Status of the Contribution and the Distribution, taken together, in each case, unless 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 (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in accordance with Sections 6.05(b) and (d) to the effect that such transaction will not affect such Tax-Free Status, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its reasonable discretion, (B) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its reasonable discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, and any management representations used as a basis for the Unqualified Tax Opinion) or (C) Parent shall have waived (which waiver may be withheld by Parent in its reasonable discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. (d) From the Distribution Date until the first Business Day after the one year period following the Distribution Date, no member of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.Affiliated Group) shall be liquidated or merged for U.S. federal Income Tax purposes.

Restrictions on SpinCo. (a) SpinCo shall Spinco agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo Spinco Affiliate, as the case may be, to take or fail to take, any action if where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in a Ruling Request, any Representation Letters or Tax Opinions/Rulings. SpinCo shall Spinco agrees that it will not take or fail to take, or cause or permit any Affiliate of SpinCo Spinco Affiliate, as the case may be, to take or fail to take, any action if such action which adversely affects or failure to act would or could reasonably could be expected to adversely affect, jeopardize or prevent (A) affect the Tax-Free Status of the Contribution Separation and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step Plan). (b) From Spinco agrees that, from the Distribution Date date hereof until the first Business Day after the Restriction Periodtwo-year anniversary of the Distribution Date, SpinCo shall it will (i) maintain its status as a company engaged in an the Active Trade or Business and for purposes of Section 355(b)(2) of the Code, (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in an the Active Trade or BusinessBusiness for purposes of Section 355(b)(2) of the Code, (iii) cause each Spinco Affiliate whose Active Trade or Business is relied upon in the Tax Opinions/Rulings for purposes of qualifying a transaction as tax-free pursuant to Section 355 of the Code or other Tax Law, if any, to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other applicable Tax Law, (iv) not engage in any transaction or permit a Spinco Affiliate to engage in any transaction that would result in a Spinco Affiliate described in clause (iii) hereof, if any, ceasing to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iv) hereof, and (v) not dispose of or permit a Spinco Affiliate to dispose of, directly or indirectly, any interest in a Spinco Affiliate described in clause (iii) hereof, if any, or permit any such Spinco Affiliate, if any, to make or revoke any election under Treasury Regulation Section 301.7701-3. (c) From Spinco agrees that, from the Distribution Date date hereof until the first Business Day after the Restriction Periodtwo-year anniversary of the Distribution Date, SpinCo shall not: it will not and will not permit any Spinco Affiliate described in clause (iii) of Section 6.01(b), if any, to (i) enter into or permit to occur any Proposed Acquisition Transaction, Transaction or, to the extent SpinCo Spinco has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; occur (whether by (a) redeeming rights under a shareholder rights plan, (b) 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, (c) approving any Proposed Acquisition Transaction, whether for purposes of any corporate statute similar to Section 203 of the Delaware General Corporation Law, any “fair price” or other provision of Spinco’s charter or bylaws, (d) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or otherwise), (ii) merge or consolidate with any other Person, Person or liquidate or partially liquidate for U.S. federal income Tax purposesliquidate, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes; (iii) in a single transaction or series of transactions sell or transfer 30(other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the LDC Assets or sell or transfer 25% or more of the gross assets of any Active Trade or Business or 3025% or more of the consolidated gross assets of the SpinCo Group 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 Affiliate of SpinCoa Spinco Affiliate) any SpinCo Spinco 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 Spinco Capital Stock (including, without limitation, through the conversion of one class of SpinCo Spinco Capital Stock into another class of SpinCo Spinco Capital Stock); ) or (vi) cause or permit any ATB Entity to cease to engage in an Active Trade or Business; or (vii) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in a Ruling Request, the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would or be reasonably could likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, acquire directly or indirectly, stock indirectly Spinco Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo (or any successor) Spinco or otherwise jeopardize the Tax-Free Status of the Contribution Separation and the Distribution, taken together, in each case, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo Spinco shall have requested that Parent obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) Ruling in accordance with Sections 6.05(bSection 6.03(b) and (d) of this Agreement to the effect that such transaction will not affect such the Tax-Free StatusStatus of the Separation and the Distribution, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its reasonable sole and absolute discretion, or (B) SpinCo Spinco shall have provided provide Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its reasonable sole and absolute discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, assumptions and any management management’s representations if used as a basis for the Unqualified Tax Opinionopinion and Parent may determine that no opinion would be acceptable to Parent) or (C) Parent shall have waived (which waiver may be withheld by Parent in its reasonable discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. (d) From the Distribution Date until the first Business Day after the one year period following the Distribution Date, no member of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.) shall be liquidated or merged for U.S. federal Income Tax purposes.

Restrictions on SpinCo. (a) SpinCo shall not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in a Ruling Request, Representation Letters or Tax Opinions/Rulings. SpinCo shall not take or fail to take, or cause or permit any Affiliate of SpinCo to take or fail to take, any action if such action or failure to act would or reasonably could be expected to adversely affect, jeopardize or prevent (A) the Tax-Free Status of the Contribution and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step PlanPlan to the extent that such Separation Transaction is a Material Separation Step Plan Transaction). (b) From the Distribution Date date hereof until the first Business Day after the Restriction Period, SpinCo shall (i) maintain its status as a company engaged in an the SpinCo Active Trade or Business and (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in an the SpinCo Active Trade or BusinessBusiness for purpose of Section 355(b)(2) of the Code. (c) From the Distribution Date date hereof until the first Business Day after the Restriction Period, SpinCo shall not: (i) enter into or permit to occur any Proposed Acquisition Transaction, or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; (ii) merge or consolidate with any other Person, Person or liquidate or partially liquidate for U.S. federal income Tax purposesliquidate, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes; (iii) in a single transaction or series of transactions sell or transfer 30% or more of the gross assets of any Active Trade or Business or 30% or more of the consolidated gross assets of the SpinCo Group 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 Affiliate of SpinCo) any SpinCo Capital 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 (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock); (vi) cause or permit any ATB Entity to cease to engage in an its Active Trade or Business; or (vii) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in a Ruling Request, the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would or reasonably could have the effect of causing or permitting one or more Persons persons (whether or not acting in concert) to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater Interest in SpinCo (or any successor) or otherwise jeopardize the Tax-Free Status of the Contribution and the Distribution, taken together, in each case, unless 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 (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in accordance with Sections 6.05(b) and (d) to the effect that such transaction will not affect such Tax-Free Status, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its reasonable discretion, or (B) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its reasonable discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, and any management representations used as a basis for the Unqualified Tax Opinion) or (C) Parent shall have waived (which waiver may be withheld by Parent in its reasonable discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. (d) From the Distribution Date until the first Business Day after the one year period following the Distribution Date, no member of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.) shall be liquidated or merged for U.S. federal Income Tax purposes.

Restrictions on SpinCo. (a) SpinCo shall 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 if where such action or failure to act would be inconsistent with or cause to be untrue any material, statement, information, covenant covenant, or representation in a Ruling Requestthis Agreement, Representation Letters the Separation and Distribution Agreement, any other Transaction Documents, or any of the Tax Opinions/Rulings. Materials. (b) SpinCo shall 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 if where such action or failure to act would would, or could reasonably could be expected to adversely affectto, jeopardize or prevent (A) the U.S. Tax-Free Status of the Contribution and the Distribution, taken together, or (B) the intended tax treatment of any Separation Transaction (other than a Separation Transaction described in clause (A)) as set forth in the Tax Opinions/Rulings (or if not set forth in the Tax Opinions/Rulings, in the Separation Step Plan)Foreign Tax-Free Status. (bc) From SpinCo agrees that, from the Distribution Date date hereof until the first Business Day business day after the Restriction Period, SpinCo shall it will (and will cause each Controlled Company and each Controlled SAG to) (i) maintain its status the active conduct (as a company engaged defined in an Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Controlled Active Trade Trades or Business Businesses, and (ii) not engage in any transaction that would or reasonably could result in it any Controlled Company ceasing to be a company engaged in an the active conduct of the relevant Controlled Active Trade Trades or BusinessBusinesses for purposes of Section 355(b)(2) of the Code. (ci) From SpinCo agrees that, from the Distribution Date date hereof until the first Business Day business day after the Restriction Period, SpinCo shall it will not: (iA) enter into or permit to occur any Proposed Acquisition Transaction, Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occuroccur (whether by (1) redeeming rights under a shareholder rights plan, (2) 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 (3) 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 SpinCo or otherwise); (iiB) merge liquidate or consolidate partially liquidate (including taking any action that is a liquidation for Federal Income Tax purposes); (C) merge, consolidate, or amalgamate with any other Person, or liquidate or partially liquidate for U.S. federal income Tax purposes, provided that this Section 6.02(c)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Affiliates of SpinCo in existence as of the date of this Agreement and which do not result in SpinCo (or any successor) ceasing to exist as a corporation for U.S. federal income Tax purposes; (iiiD) in a single transaction or series of transactions sell (1) sell, transfer, or transfer 30% otherwise dispose of or more agree to sell, transfer, or otherwise dispose of (including in any transaction treated for Federal Income Tax purposes as a sale, transfer, or disposition), other than sales, transfers, or other dispositions of inventory in the gross ordinary course of business, all or substantially all the assets (including any shares of capital stock of a Subsidiary) that were transferred to SpinCo pursuant to the SpinCo Contribution, or (2) sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of (including in any Active Trade transaction treated for Federal Income Tax purposes as a sale, transfer, or Business or 30% disposition) twenty-five percent (25%) or more of the consolidated gross assets of SpinCo and its Affiliates or the gross assets of the Controlled Active Trade or Business relied upon by SpinCo Group (in each case, such percentages percentage to be measured based on fair market value of the assets as of the Distribution Date); (ivE) redeem or otherwise repurchase (directly or through an Affiliate of SpinCoAffiliate) any SpinCo Capital Stock, or rights to acquire SpinCo Capital Stock, except to the extent such repurchases meet the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (as in effect prior to the amendment by Revenue Procedure 2003-48); (vF) 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); (vi) cause or permit any ATB Entity to cease to engage in an Active Trade or Business; or (viiG) take any other action or actions (including any action or transaction that would reasonably be reasonably likely expected to be inconsistent with any representation or covenant made in a Ruling Request, the Representation Letters or the Tax Opinions/RulingsMaterials) which in the aggregate (and taking into account any other transactions described in this subparagraph (cSection 6.02(d)(i)) would or be reasonably could likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, acquire directly or indirectly, stock indirectly Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo (or any successor) or otherwise jeopardize the U.S. Tax-Free Status of the Contribution Distribution, any Internal Distribution, or any Internal Separation Transaction; or (H) cause or permit any Controlled Company in any Internal Distribution to take any action or enter into any transaction described in the preceding clauses (B) through (G) (substituting references therein to “SpinCo,” the “SpinCo Contribution,” and “SpinCo Capital Stock” with references to the relevant Controlled Company, the transfer of assets to such Controlled Company pursuant to the Transactions, and the Distribution, taken together, Capital Stock of such Controlled Company); in each case, unless unless, prior to taking any such action set forth in the foregoing clauses (iA) through (viH), (Ax) SpinCo shall have requested that Parent obtain a private letter ruling (including a supplemental rulingor, if applicable, a supplemental private letter ruling) from the IRS and/or other ruling from an applicable Tax Authority (a “Post-Distribution Ruling”) in accordance with Sections 6.05(bSection 6.04(a) and (dc) to the effect that such transaction will not affect such the U.S. Tax-Free StatusStatus of any External Spin-off Transaction or any Internal Distribution, and Parent shall have received such a Post-Distribution Ruling in form and substance satisfactory to Parent in its reasonable discretiondiscretion (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), (By) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its reasonable discretion (provided that Parent shall use reasonable efforts to timely make a determination as to whether an opinion is satisfactory to Parent, and provided, further, that in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions, assumptions and any management representations used as a basis for the Unqualified Tax Opinion) opinion), or (Cz) Parent shall have waived (which waiver may be withheld by Parent in its reasonable sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling or and/or Unqualified Tax Opinion. (dii) From the Distribution Date until the first Business Day after the one year period following the Distribution DateSpinCo agrees that, no member unless Parent consents in writing, it will not (and will not cause or permit any of its Affiliates to) take any of the SpinCo Group (including the SpinCo Affiliated Group or Consolidated Mobile Corp.) shall be liquidated or merged for U.S. federal Income Tax purposesSpecified Restricted Actions.