Parent Disqualifying Action definition
Parent Disqualifying Action means (i) any action (or the failure to take any action) within Parent’s control by any member of the Parent Group (or, to the extent the action is taken prior to the Effective Time, any member of the SpinCo Group) (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) involving the transfer of the capital stock of Parent other than an Acquiror Shareholder Acquisition or (iii) any breach by any member of the Parent Group (or, to the extent occurring prior to the Effective Time, by any member of the SpinCo Group) of any representation, warranty or covenant made by them in this Agreement, that, in each case ((i) through (iii)), would affect the Intended Tax-Free Treatment; provided, however, that the term “Parent Disqualifying Action” shall not include any action (or event otherwise described in clause (ii) above) undertaken pursuant to any Transaction Document or pursuant to the Controlled Transfer, the Distribution (other than a Debt Exchange) or the Merger.
Parent Disqualifying Action means (i) any action (or the failure to take any action) within Parent’s control by any member of the Parent Group (or, to the extent the action is taken prior to the Effective Time, any member of the SpinCo Group) (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) involving the transfer of the capital stock of Parent other than an Acquiror Shareholder Acquisition or (iii) any breach by any member of the Parent Group (or, to the extent occurring prior to the Effective Time, by any member of the SpinCo Group) of any representation, warranty or covenant made by them in this Agreement, that, in each case, would affect the Intended Tax-Free Treatment; provided, however, that the term “Parent Disqualifying Action” shall not include any action (or event otherwise described in clause (ii) above) undertaken pursuant to any Transaction Document or pursuant to the Controlled Transfer, the Distribution (other than a Debt Exchange) or the Merger.
Parent Disqualifying Action means (i) any action (or the failure to take any action) within its control by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), or (ii) any event (or series of events) involving the capital stock of Parent, any assets of Parent or any assets of any Parent Entity that, in each case, negates the Tax-Free Status of the Transactions in whole or in part, regardless of whether such act or failure to act (x) is covered by a Post-Distribution Ruling or an Unqualified Tax Opinion, or (y) occurs during or after the Restriction Period; provided, however, the term “Parent Disqualifying Action” shall not include any action described in the Separation Agreement or that is undertaken pursuant to the Merger, the Contribution, or the Distribution.
Examples of Parent Disqualifying Action in a sentence
Neither Parent nor Spinco shall, nor shall Parent or Spinco permit, any Parent 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 Parent Disqualifying Action and Spinco Disqualifying Action, respectively.
Notwithstanding anything to the contrary in Articles II, III and IV, the portion of any Tax Return that relates to any Restructuring/Distribution Taxes or any Taxes attributable to a Parent Disqualifying Action shall be prepared by Parent in the manner determined by Parent in its sole discretion.
Any Transaction Taxes (i) not attributable to any Disqualifying Action or (ii) attributable to both a HERC Parent Disqualifying Action and a RAC Parent Disqualifying Action shall be borne by HERC Parent and by RAC Parent in proportion to the relative fair market values of the stock of HERC Parent and of RAC Parent, based upon the 10-day volume-weighted average trading price (beginning with the trading day immediately following the Closing Date) of the stock of HERC Parent and RAC Parent.
Neither HERC Parent nor RAC Parent shall, nor shall HERC Parent or RAC Parent permit any HERC Subsidiary or any RAC Subsidiary, respectively, to take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of HERC Parent Disqualifying Action and RAC Parent Disqualifying Action, respectively.
Any Transaction Taxes attributable to a HERC Parent Disqualifying Action (but not any RAC Parent Disqualifying Action) shall be borne 100% by HERC Parent.
Any Transaction Taxes attributable to a RAC Parent Disqualifying Action (but not any HERC Parent Disqualifying Action) shall be borne 100% by RAC Parent.
More Definitions of Parent Disqualifying Action
Parent Disqualifying Action means (a) any action (or the failure to take any action) within its control by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Parent, any assets of Parent or any assets of any Parent Entity that, or (c) any breach by Parent or any Parent Entity of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status of the Transactions; provided, however, the term “Parent Disqualifying Action” shall not include any action described in or contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring or the Distribution.
Parent Disqualifying Action means (i) any action (or the failure to take any action) within its control by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), or (ii) any event (or series of events) involving the capital stock of Parent, any assets of Parent or any assets of any Parent Entity that, in each case, negates the Tax-Free Status of the Distribution in whole or in part, regardless of whether such action (or failure to take action) or event (or series of events) (x) is covered by a Post-Distribution Ruling from the IRS or an Unqualified Tax Opinion, or (y) occurs during or after the Restriction Period; provided, however, the term “Parent Disqualifying Action” shall not include any action described in the Separation Agreement or that is undertaken pursuant to the Distribution.
Parent Disqualifying Action means (i) any action (or the failure to take any action) by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations or discussions with respect to any transaction or series of transactions) that, (ii) any acquisition of all or a portion, or any event (or series of events) involving, the Equity Securities of Parent, any assets of Parent or any Equity Securities or assets of any Parent Entity, Internal Controlled or any Internal Controlled Entity that, or (iii) any inaccuracy in or breach by Parent or any Parent Entity of any of the representations, warranties or covenants of or made by Parent in this Agreement or in connection with the Tax Opinions, the IRS Ruling, or any IRS Ruling Request (other than, in each case, any representations and warranties made by Parent on behalf of, or with respect to, SpinCo or any SpinCo Entity) that, in each case, causes any of the Transactions to fail to have Tax-Free Status; provided, however, that the term “Parent Disqualifying Action” shall not include any action expressly contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring, the Distribution or the Plan of Reorganization.
Parent Disqualifying Action means (i) any action (or the failure to take any action) by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations or discussions with respect to any transaction or series of transactions) that, (ii) any acquisition of all or a portion, or any event (or series of events) involving, the Equity Securities of Parent, any assets of Parent or any Equity Securities or assets of any Parent Entity, Internal Controlled or any Internal Controlled Entity that, or (iii) any inaccuracy in or breach
Parent Disqualifying Action means (a) any action (or the failure to take any action) within its control by Parent or any Parent Entity (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) within the control of Parent or any Parent entity involving the capital stock of Parent, any assets of Parent or any assets of any Parent Entity, or (c) any breach by Parent or any Parent Entity of any representation, warranty or covenant made by them in this Agreement, in each case, that causes or is reasonably expected to cause the Tax-Free Status of the Transactions to be lost; provided, however, the term “Parent Disqualifying Action” shall not include any action described in or contemplated by the Transaction Documents or that is undertaken pursuant to the Transactions, in each case, to the extent such action does not constitute a breach by Parent or any Parent Entity of any representation, warranty or covenant made by them in the Transaction Documents.