TAX-FREE SPIN-OFF Sample Clauses

TAX-FREE SPIN-OFF. Ribapharm hereby covenants and agrees until the earlier of (i) and (ii) completion of the Distribution, Ribapharm shall not, without the prior written consent of ICN (which it may withhold in its sole and absolute discretion), (A) issue any shares of Ribapharm Capital Stock if, after giving effect to such issuances, ICN would cease to own stock possessing at least 80% of the total combined voting power of all classes of Ribapharm Capital Stock entitled to vote and at least 80% of the total number of shares of each class of outstanding non-voting Ribapharm Capital Stock or (B) take, or cause to be taken, any action, or do, or cause to be done, anything which will prevent the Distribution from qualifying, or will cause the Distribution to fail to qualify, as a tax-free event under Section 355(a) of the Internal Revenue Code. ICN and Ribapharm agree that ICN may, apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief to prevent any breach of this Section 5.
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TAX-FREE SPIN-OFF. Ribapharm hereby covenants and agrees until the earlier of (i) September 30, 2003 and (ii) completion of the Distribution, Ribapharm shall not, without the prior written consent of ICN (which ICN may withhold in its sole and absolute discretion), (A) issue any shares of Ribapharm Capital Stock if, after giving effect to such issuances, ICN would cease to own stock possessing at least 80% of the total combined voting power of all classes of Ribapharm Capital Stock entitled to vote and at least 80% of the total number of shares of each class of outstanding non-voting Ribapharm Capital Stock or (B) take, or cause to be taken, any action, or do, or cause to be done, anything which will prevent the Distribution from qualifying, or will cause the Distribution to fail to qualify, as a tax-free spin-off under Section 355 of the Code (as defined in the Tax Sharing Agreement). ICN and Ribapharm agree that ICN may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief to prevent any breach of this Section 5.
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TAX-FREE SPIN-OFF. (a) At any time after the Effective Date, if DuPont advises Conoco that it intends to pursue a Tax-Free Spin-Off (as defined in Exhibit A hereto) or that it intends to otherwise distribute all or a portion of the capital stock of Conoco beneficially owned by DuPont to its securityholders by way of dividend, exchange or 44 51 otherwise, Conoco agrees to take all action reasonably requested by DuPont to facilitate such transaction and, subject to the following sentence, DuPont shall reimburse Conoco for its reasonable out-of-pocket expenses incurred in connection with such actions. In the event a registration statement is filed in connection with such transaction, Conoco and DuPont will cooperate to take actions analogous (to the extent applicable) to those set forth in the Registration Rights Agreement with respect to a Demand Registration and in particular the parties will indemnify and provide contribution to each other in a manner analogous to that set forth in Section 8 of the Registration Rights Agreement. (b) Prior to a Tax-Free Spin-Off, (i) Conoco will have the right to propose to DuPont an amendment to its certificate of incorporation providing for the automatic conversion on a one-for-one basis of the shares of Class B Common Stock into shares of Class A Common Stock upon the occurrence of circumstances specified in such proposal so long as such amendment (a) does not otherwise affect any of the rights of the holders of Class A Common Stock or Class B Common Stock (including rights of transferability) or affect the ability (except with respect to the tax-free nature of the spin-off) to accomplish the Tax-Free Spin-Off and (b) is otherwise valid under the Delaware General Corporation Law (the "Charter Amendment") and (ii) if DuPont seeks to obtain from the IRS a ruling (the "Ruling") as to the tax-free nature of the Tax-Free Spin-Off, then DuPont will diligently pursue obtaining such ruling on the basis that such Charter Amendment is effective; provided, however, that notwithstanding anything to the contrary DuPont shall not be required (x) to propose or to raise with the IRS any Charter Amendment which, based on the advice of its counsel, DuPont reasonably believes will, if effective, result in a material delay in, or material reduction in the likelihood of, obtaining such a favorable Ruling and (y) to file a ruling request with respect to, or continue to pursue obtaining, the Ruling on the basis that the Charter Amendment is effective if, after a...
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TAX-FREE SPIN-OFF. At any time after the IPO Closing Date, if Transocean advises TODCO that it intends to pursue a tax-free distribution under Section 355 of the Code or any corresponding provision of any successor statute or that it intends to otherwise distribute all or a portion of the capital stock of TODCO beneficially owned by Transocean to its securityholders by way of dividend, exchange or otherwise (any of the foregoing, a "Distribution"), TODCO agrees to take all action requested by Transocean to facilitate such transaction (including without limitation internal restructurings and continuation of businesses necessary to achieve such tax-free distribution), at TODCO's own expense. In the event a registration statement is filed in connection with such transaction, TODCO and Transocean will cooperate to take actions analogous (to the extent applicable) to those set forth in the Registration Rights Agreement with respect to a Demand Registration and in particular the parties will indemnify and provide contribution to each other in a manner analogous to that set forth in Section 8 of the Registration Rights Agreement.
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TAX-FREE SPIN-OFF. Prior to a Tax-Free Spin-Off, CBS shall amend, or shall cause CBS Broadcasting or any other member of the CBS Affiliated Group that owns Class B Common Stock to amend, the Restated Certificate of Incorporation of IBC to provide for the automatic conversion of shares of Class B Common Stock into 56 51 shares of Class A Common Stock at a specified time following the Tax-Free Spin-Off, if CBS determines, in its sole discretion, that such conversion would be consistent with qualification of the transaction as a Tax-Free Spin-Off.
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TAX-FREE SPIN-OFF. “Tax-Free Spin-Off” means a distribution of common stock (and preferred stock, if any) of PalmSource or common stock (and preferred stock, if any) of a Person that is a successor to PalmSource to holders of common stock of Palm intended to qualify as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended, or any successor thereto.
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TAX-FREE SPIN-OFF. (a) Pursuant to Section 355(c) of the IRC, Treecon will recognize no gain in connection with the distribution of the common shares by Treecon in the Spin-Off. (b) Treecon will distribute no property in the Spin-Off other than qualified property within the meaning of Section 355(c)(2)(B) of the IRC. (c) None of the common stock distributed by Treecon in the Spin-Off will be treated as other property pursuant to Section 355(a)(3)(B) of the IRC, and the common stock does not constitute non-qualified preferred stock as defined in Section 351(g)(2) of the IRC. (d) [To the best knowledge of Borrower,] none of the common stock distributed by Treecon in the Spin-Off will be distributed in a disqualified distribution within the meaning of Section 355(d)(2) of the IRC. [TO CONFORM TO LLCP SPA] (e) There is no plan or arrangement within the meaning of Section 355(e) of the IRC pursuant to which one or more persons will acquire stock representing a fifty percent (50%) or greater interest in either Treecon or Borrower. (f) There is no excess loss account with respect to the capital stock of Borrower or any of its Subsidiaries [other than an excess loss account that (i) could have or reasonably be expected to have a Material Adverse Effect or (ii) effects the tax free nature of the Spin-Off]. [TO CONFORM TO LLCP SPA] (g) For two years preceding the effective date of the Spin-Off, no Person or Persons have acquired an interest in Treecon that will result in one or more persons acquiring stock representing a 50% or greater interest in Borrower or Treecon as a result of the Spin-Off. (h) Neither the Spin-Off, nor any revisions to compensation arrangements effected in connection with the Spin-Off will result in any liability of Borrower (including any liability for an indemnity pursuant to any employment arrangement) as a result of the application of Section 280G of the IRC or any disallowance of the deduction of any compensation expense as a result of the application of Section 162(m) of the IRC.
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TAX-FREE SPIN-OFF. Ribapharm hereby covenants and agrees that for six years from the date of this Agreement, Ribapharm shall not, without the prior written consent of ICN (which it may withhold in its sole and absolute discretion), (A) issue any shares of Ribapharm Capital Stock or any rights, warrants or options to acquire Ribapharm Capital Stock (including, without limitation, securities convertible or exchangeable for Ribapharm Capital Stock), if after giving effect to such issuances and considering all of the shares of Ribapharm Capital Stock acquirable pursuant to such rights, warrants and options to be outstanding on the date of such issuance (whether or not then exercisable), ICN would cease to beneficially own at least 80% of the voting power of the outstanding shares of Ribapharm Capital Stock and at least 80% of the number of shares of each class of non-Voting Ribapharm Capital Stock or (B) take or cause to be taken, any action, or do, or cause to be done, anything which will cause the Distribution to fail to qualify as a tax-free event under Section 355(a) of the Internal Revenue Code. ICN and Ribapharm agree that ICN may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other
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Related to TAX-FREE SPIN-OFF

  • Tax-Free Reorganization The Merger is intended to be a tax-free plan or reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.

  • Tax Free Exchange As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

  • Tax-Free Reorganization Treatment The Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

  • Tax Free Status No party shall, nor shall any party permit any of its subsidiaries to, take any actions which would, or would be reasonably likely to, adversely affect the status of the Merger as a reorganization within the meaning of Section 368(a) of the Code, and each party hereto shall use all reasonable efforts to achieve such result.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Consolidation, Merger, Purchase or Sale of Assets, etc The Borrower will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve any of their affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of any of its properties or assets (or, with respect to any such transaction involving all or substantially all of the assets of the Borrower, enter into an agreement to do any of the foregoing at any future time without the Administrative Agent’s prior written consent unless the effectiveness of such agreement is conditional upon the consent of the Administrative Agent), or enter into any Sale and Leaseback Transaction, except that: (a) Restricted Payments may be made to the extent permitted by Section 8.4; (b) Investments may be made to the extent permitted by Section 8.7; (c) each of the Borrower and its Subsidiaries may lease (as lessor) real or personal property in the ordinary course of business other than to a Receivables Subsidiary; (d) each of the Borrower and its Subsidiaries may make sales or transfers of inventory, Cash, Cash Equivalents and Foreign Cash Equivalents in the ordinary course of business other than to a Receivables Subsidiary; (e) the Borrower and its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, Accounts Receivable arising in the ordinary course of business (x) which are overdue, or (y) which the Borrower or such Subsidiary may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables); (f) the Borrower and its Subsidiaries may license its patents, trade secrets, know-how and other intellectual property relating to the manufacture of chemical products and by-products (the “Technology”) provided that such license shall be assignable to the Administrative Agent or any assignee of the Administrative Agent without the consent of the licensee and no such license shall (i) transfer ownership of such Technology to any other Person or (ii) require the Borrower to pay any fees for any such use (such licenses permitted by this Section 8.3(f), hereafter “Permitted Technology Licenses”); (g) any Subsidiary of the Borrower (other than a Receivables Subsidiary) may be merged or consolidated (x) with or into the Borrower so long as the Borrower is the surviving entity, (y) with or into any one or more Wholly-Owned Subsidiaries of the Borrower (other than an Unrestricted Subsidiary, Airstar Corporation, Huntsman Headquarters Corporation or IRIC); provided, however, that a Wholly-Owned Subsidiary or Subsidiaries shall be the surviving entity or (z) with or into any Person in connection with the consummation of an Acquisition; provided, however, that after giving effect to such merger or consolidation the surviving Subsidiary shall be a Wholly-Owned Subsidiary; (h) the Borrower and its Subsidiaries may sell, transfer or otherwise dispose of any asset in connection with any Sale and Leaseback Transaction involving Indebtedness, Capitalized Lease Obligations or an Operating Financing Lease otherwise permitted hereunder; (i) in any Fiscal Year, the Borrower or any Subsidiary may dispose of any of its assets (including in connection with Sale and Leaseback Transactions not involving Indebtedness, Capitalized Lease Obligations or an Operating Financing Lease) if the aggregate net book value (at the time of disposition thereof) of all assets disposed of by the Borrower and its Subsidiaries in such Fiscal Year pursuant to this clause (i) plus the aggregate net book value of all the assets then proposed to be disposed of does not exceed 12.5% of the Consolidated Net Tangible Assets the Borrower and its Subsidiaries as of the end of the immediately preceding Fiscal Quarter for which the Borrower has delivered financial statements as required by Section 7.1; provided, however, that if (A) concurrently with any disposition of assets or within 360 days of receipt of proceeds in connection with such disposition, all or a portion of an amount equal to the net proceeds of such disposition are used by the Borrower or a Subsidiary to acquire other property used or to be used in the business referred to in Section 8.9 and (B) the Borrower or such Subsidiary has complied with the provisions of Section 7.11 with respect to such property, then such dispositions (or, to the extent that less than all of the net proceeds of any such disposition are used to acquire such other property, then dispositions in an amount equal to the net proceeds used to acquire such other property) shall be disregarded for purposes of calculations pursuant to this Section 8.3(i) (and shall otherwise be deemed to be permitted under this Section 8.3) from and after the date such proceeds are so used to acquire such property with respect to the acquisition of such other property; (j) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets to the Borrower or any other Wholly-Owned Subsidiary of the Borrower (other than (I) from the Borrower or a Domestic Subsidiary to a Foreign Subsidiary or (II) to a Receivables Subsidiary); (k) any Subsidiary of the Borrower (other than a Receivables Subsidiary) may voluntarily liquidate, wind-up or dissolve; (l) the Borrower and its Subsidiaries may, directly or indirectly, sell, contribute and make other transfers of Receivables Facility Assets to a Receivables Subsidiary and such Receivables Subsidiary may sell and make other transfers of Receivables Facility Assets to the Issuer, in each case pursuant to the Receivables Documents under a Permitted Accounts Receivables Securitization; (m) Foreign Subsidiaries may enter into Foreign Factoring Transactions; and (n) the Borrower and its Subsidiaries may consummate the US Commodity Business Sale provided that not less than 75% of the Net Sale Proceeds therefrom are used within 90 days to (i) repay Senior Secured Notes (2010); (ii) repay Senior Notes (2012); (iii) repay Receivables Facility Attributed Indebtedness and/or (iv) make a voluntary prepayment of Term Loans pursuant to Section 4.3.

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Section 368 Reorganization For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Share Exchange as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated prior to the Closing Date has or may have on any such reorganization status. The parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transaction contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including without limitation, any adverse Tax consequences that may result if the transaction contemplated by this Agreement is not determined to qualify as a reorganization under Section 368 of the Code.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

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