Disqualifying Action definition

Disqualifying Action means a Parent Disqualifying Action or Echo Disqualifying Action.

Disqualifying Action means an AgCo Disqualifying Action, a Dow Disqualifying Action, a DowDuPont Disqualifying Action or a SpecCo Disqualifying Action.

Disqualifying Action means a Parent Disqualifying Action or a HY Disqualifying Action.

Examples of Disqualifying Action in a sentence

• In the event a Disqualifying Action of more than one Party causes the application of Section 355(e) to a Distribution, applicable Distribution Taxes shall be allocated among such Parties equally.

• SpinCo shall not, and shall not permit any SpinCo Entity to, take any action that constitutes (and shall not fail to take an action, the omission of which would result in) a Disqualifying Action described in the definition of SpinCo Disqualifying Action.

• Neither SEACOR nor Spinco shall, nor shall SEACOR or Spinco permit any SEACOR Entity or any Spinco Entity, respectively, to take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of SEACOR Disqualifying Action and Spinco Disqualifying Action, respectively.

• Notwithstanding Section 6.03, GGP and Spinco shall be entitled to jointly contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding relating to (i) Restructuring/Distribution Taxes and (ii) any Taxes attributable to a Spinco Disqualifying Action.

• Neither GGP nor Spinco shall, nor shall GGP or Spinco permit any GGP Entity or any Spinco Entity, respectively, to, take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of GGP Disqualifying Action and Spinco Disqualifying Action, respectively.

More Definitions of Disqualifying Action

Disqualifying Action means a SEACOR Disqualifying Action or a Spinco Disqualifying Action.

Disqualifying Action means a GGP Disqualifying Action or a Spinco Disqualifying Action.

Disqualifying Action means any action, including entering into any agreement, understanding or arrangement or any substantial negotiations with respect to any transaction or series of transactions, or the failure to take any action expressly required pursuant to this Agreement, the Separation and Distribution Agreement or the Tax Materials (for the avoidance of doubt, including any such action or failure to take action that is pursuant to any plan, agreement, understanding or arrangement existing in whole or in part prior to the Distribution Date), that would, in each case, cause a Distribution Disqualification to occur; provided, however, that the term “Disqualifying Action” shall not include any action described in or contemplated by the Transaction Agreements and Tax Materials, in each case, to the extent such action does not constitute a breach of any representation, warranty, or covenant in any of the Transaction Agreements or Tax Materials.

Disqualifying Action means a Starwood Disqualifying Action or a Vistana Disqualifying Action.

Disqualifying Action means (a) any action (or the failure to take any action) by any Party or the Affiliate of any Party (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distributions involving the capital stock of such Party or Affiliate or any assets of any such Party or Affiliate or (c) any breach by any Party or Affiliate of any Party after the Distributions of any representation, warranty, or covenant made by them in this Agreement, in each case, that would adversely affect the Tax-Free Status of the Distributions or the Mergers; provided, however, that the term “Disqualifying Action” shall not include (i) any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Distributions or the Mergers, or (ii) any TPG Exchanges.

Disqualifying Action means a SEACOR Disqualifying Action or a Spinco Disqualifying Action. “Distribution” has the meaning set forth in the preamble to this Agreement.

Disqualifying Action means (i) any breach by AOUT of any representation, warranty or covenant made by it in this Agreement or (ii) any event (or series of events) involving the capital stock of AOUT that, in either case, would negate the Tax-Free Status of the Transactions; provided, however, the term “Disqualifying Action” shall not include any action required or expressly permitted under any Transaction Document or that is undertaken pursuant to the Contribution or the Distribution.