Common use of U.S. Tax Treatment Clause in Contracts

U.S. Tax Treatment. The Company and Purchaser intend that for U.S. federal income Tax purposes (and applicable state and local Tax purposes) (i) the Option Premium paid by the Purchaser to an Effective Time Company Shareholder, Effective Time High Street Holder or Effective Time USCo2 Class B Shareholder will not be includible in income of such Effective Time Company Shareholder, Effective Time High Street Holder or Effective Time USCo2 Class B Shareholder until the earlier of: (A) (i) the sale or disposition of such Effective Time Company Shareholder’s Company Shares to any person other than the Purchaser, (ii) the sale or disposition of such Effective Time High Street Holder’s Common Membership Units to any person other than the Purchaser; (iii) the sale or disposition of such Effective Time USCo2 Class B Shareholder Shares to any person other than the Purchaser, (B) (i) the acquisition of such Effective Time Company Shareholder’s Company Shares, (ii) the acquisition of such Effective Time High Street Holder’s Common Membership Units; (iii) the acquisition of such Effective Time USCo2 Class B Holder’s USCo2 Class B Shares; or (C) the lapse or termination of the Purchaser Call Option, and (ii) the Merger will qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and (a)(2)(E) of the U.S. Tax Code. Subject to applicable Law, upon the occurrence of such transaction, the Purchaser and the Company will file all Tax Returns pursuant to the Purchaser Call Option in a manner consistent with such intent.

U.S. Tax Treatment. The Company and Purchaser intend that for U.S. federal income Tax purposes (and applicable state and local Tax purposes) (i) the Option Premium paid by the Purchaser to an Effective Time Company Shareholder, Effective Time High Street Holder or Effective Time USCo2 Class B Shareholder will not be includible in income of such Effective Time Company Shareholder, Effective Time High Street Holder or Effective Time USCo2 Class B Shareholder until the earlier of: (A) (iI) the sale or disposition of such Effective Time Company Shareholder’s Company Shares to any person other than the Purchaser, (iiII) the sale or disposition of such Effective Time High Street Holder’s Common Membership Units to any person other than the Purchaser; , or (iiiIII) the sale or disposition of such Effective Time USCo2 Class B Shareholder Shares to any person other than the Purchaser, (B) (i) the exercise of the Purchaser Call Option and the Purchaser’s acquisition of such (I) Effective Time Company Shareholder’s Company Shares, (iiII) the acquisition of such Effective Time High Street Holder’s Common Membership Units; , or (iiiIII) the acquisition of such Effective Time USCo2 Class B Holder’s USCo2 Class B Shares; , or (C) the lapse or termination of the Purchaser Call Option, ; and (ii) the Merger will qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and (a)(2)(E) of the U.S. Tax Code. Subject to applicable Law, upon the occurrence of such transaction, the Purchaser and the Company will file all Tax Returns pursuant to the Purchaser Call Option in a manner consistent with such intent.