Common use of Tender Offers; Other Business Transactions Clause in Contracts

Tender Offers; Other Business Transactions. Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCo, (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of SpinCo or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (A), (B) or (C), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, results in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VI (relating to acquisitions in connection with a person's performance of services) or Safe Harbor VII (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7T(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in SpinCo (or any successor thereto). In addition, none of SpinCo or any member of the SpinCo Group shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (A), (B) or (C) of the preceding sentence if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the External Spin-Off, even if at the time of the External Spin-Off or thereafter such action is subject to various conditions.

Tender Offers; Other Business Transactions. Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCo, (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of SpinCo or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (A), (B) or (C), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, results could result in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VI VIII (relating to acquisitions in connection with a person's ’s performance of services) or Safe Harbor VII IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7T(d7(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in SpinCo (or any successor thereto). In addition, none of SpinCo or any member of the SpinCo Group shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (A), (B) or (C) of the preceding sentence if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the External Spin-Off, even if at the time of the External Spin-Off or thereafter such action is subject to various conditions.

Tender Offers; Other Business Transactions. Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCo, (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of SpinCo or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (A), (B) or (C), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, results in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VI (relating to acquisitions in connection with a person's performance of services) or Safe Harbor VII (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7T(d)) directly or indirectly stock representing a 405% or greater interest, by vote or value, interest in SpinCo (or any successor thereto). In addition, none of SpinCo or any member of the SpinCo Group shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (A), (B) or (C) of the preceding sentence if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the External Spin-Off, even if at the time of the External Spin-Off or thereafter such action is subject to various conditions.

Tender Offers; Other Business Transactions. Until the first day after the Restriction Period, none of SpinCo Newco or any member of the SpinCo Newco Group shall (Ai) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCoNewco, (Bii) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of SpinCo Newco or (Ciii) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (Ai), (Bii) or (Ciii), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, results in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VI (relating to acquisitions in connection with a person's ’s performance of services) or Safe Harbor VII (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7T(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in SpinCo Newco (or any successor thereto). In addition, none of SpinCo Newco or any member of the SpinCo Newco Group shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (Ai), (Bii) or (Ciii) of the preceding sentence if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the External Spin-Off, even if at the time of the External Spin-Off or thereafter such action is subject to various conditions.

Tender Offers; Other Business Transactions. Until the first day after the Restriction Period, none of SpinCo Viad or any member of the SpinCo Viad Group shall (Ai) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of SpinCoViad, (Bii) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of SpinCo Viad or (Ciii) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (Ai), (Bii) or (Ciii), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the External Spin-Off, results in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VI (relating to acquisitions in connection with a person's ’s performance of services) or Safe Harbor VII (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7T(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in SpinCo Viad (or any successor thereto). In addition, none of SpinCo Viad or any member of the SpinCo Viad Group shall at any time, whether before or subsequent to the expiration of the Restriction Period, engage in any action described in clauses (Ai), (Bii) or (Ciii) of the preceding sentence if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the External Spin-Off, even if at the time of the External Spin-Off or thereafter such action is subject to various conditions.