PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, TCI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the TCI Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the Stockholders.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. 41 10.2 PREPARATION AND FILING OF TAX RETURNS...........................41 10.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Consummation Date, IES shall not and shall not permit any of its Subsidiaries to undertake any act that would jeopardize the tax-free status of the exchange of Company Stock for IES Stock (but not cash or other property), including without limitation:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the IES Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the Stockholders other than as described in the Registration Statement or as described in this Agreement.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Closing Date, VPI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the status of the transaction contemplated hereby as an exchange pursuant to which gain is not recognized under Section 351(a) of the Code, including:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the VPI Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the STOCKHOLDERS.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, CSI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the CSI Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the STOCKHOLDERS.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. After the Closing Date, none of the parties shall knowingly undertake any act, or knowingly permit any subsidiary or affiliate to undertake any act, that would jeopardize the status of the Merger as a reorganization described in Section 368(a)(1)(A) of the Code. Such acts shall include, but not be limited to, the following:
(i) for a period of two years following the Closing Date, the retirement or reacquisition, directly or indirectly, by URSI of all or part of the URSI Stock issued in connection with the transactions contemplated hereby pursuant to a plan considered or adopted by URSI on or before the Closing Date;
(ii) the provision of any financial and/or economic benefits by URSI to the STOCKHOLDERS in their capacity as such, except as expressly provided in this Agreement;
(iii) the disposition of any material part of the assets of the COMPANY within two years following the Closing Date except (x) in the ordinary course of business, (y) to eliminate duplicate services or excess capacity or (z) to address financial matters or performance issues which were not reasonably expected to occur as of the Closing Date;
(iv) in the absence of compelling financial concerns not otherwise present on the Closing Date or other changed circumstances not otherwise anticipated on the Closing Date, the discontinuance of the historic business of the COMPANY; or
(v) for a period of one year following the Closing Date, in the absence of materially changed circumstances not anticipated on the Closing Date, the disposition by the STOCKHOLDERS of a material amount of URSI Stock issued in connection with the Merger.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Consummation Date, Pentacon shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the Pentacon Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the Stockholders.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement, after the Closing Date, AmPaM shall not and shall not permit any of its Subsidiaries to undertake any act that would jeopardize the tax-free status of the exchange of Company Stock for AmPaM Stock (but not cash or other property), including without limitation:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the AmPaM Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the Stockholders other than as described in the Private Placement Memorandum or as described in this Agreement.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, Home shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the Home Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the Stockholders.
PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Funding and Consummation Date, METALS shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the tax-free status of the organization, including without limitation:
(a) the retirement or reacquisition, directly or indirectly, of all or part of the METALS Stock issued in connection with the transactions contemplated hereby; or
(b) the entering into of financial arrangements for the benefit of the STOCKHOLDERS.
