Specified Award Call Sample Clauses

Specified Award Call. (a) If the Enacting Regulations, or the requirements of or agreement with an applicable Governmental Entity (in each case, pursuant to a Specified Act) setting forth the terms and conditions of a Specified Award in writing, are issued prior to May 31, 2024 and provided that (i) Intel, its Affiliates or the Company would fail to qualify for a material portion of any Specified Award as a direct result of the identity of any direct or indirect equity owner of the Brookfield Member or the Brookfield Member’s ownership interest percentage in the Company, or (ii) the Company would be required, in order to so qualify for a material portion of a Specified Award, to comply with conditions or obligations that are in conflict with the Transaction Documents or the Brookfield Member or its direct or indirect owners would be required, in order to so qualify for a material portion of a Specified Award, to comply with conditions or obligations which they are not required to comply with under the Transaction Documents (each, a “Disqualification Trigger”), the Intel Member shall promptly provide notice to the Brookfield Member and the Company of the Disqualification Trigger. Following receipt of such notice (it being understood and agreed that such notice will be deemed to have been received on the day following the Closing Date for purposes hereof if the Enacting Regulations are issued prior to the Closing Date), each Member and the Company shall endeavor for a period of the earlier of (x) 30 calendar days following receipt of such notice and (y) June 30, 2024 (the “Evaluation Period”) to review and evaluate a structure proposed by the Intel Member that (A) does not result in a Disqualification Trigger and (B) is not adverse in any material respect (with any adverse change to the economic or governance terms in the Transaction Documents as of the Contribution Agreement Execution Date to be deemed to be material) to the Brookfield Member or its Affiliates compared to the structure contemplated by the Transaction Documents on the Contribution Agreement Execution Date (collectively, a “Qualifying Structure”). (b) If on or before the expiration of the Evaluation Period, the Brookfield Member, in its sole discretion, agrees to the Qualifying Structure, the Brookfield Member and the Intel Member will implement any proposed changes, modifications or amendments to effect such Qualifying Structure as soon as reasonably practicable, including by amending this Agreement pursuant to S...