Common use of Certain Exceptions Clause in Contracts

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction Period, Spinco may proceed with any of the actions or transactions described therein, if (i) IP shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP to the effect that such action or transaction will not affect the Tax-Free Status of any applicable transaction, (ii) (in the event that IP chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) Spinco shall have provided to IP an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP at least thirty (30) days prior to effecting such action or transaction and IP shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP within ten (10) days of receipt of such Unqualified Tax Opinion by IP, or (iii) IP shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco shall be permitted to (x) enter into the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by the IRS in connection with any IRS Ruling Request.

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction PeriodSection 6.02(c) and Section 6.02(e), Spinco RMT Parent or SpinCo may proceed with any of the actions or transactions described therein, if (i) IP GPC shall have given its prior written consent to the action or transaction (such consent not to be unreasonably withheld, conditioned or delayed) (ii) GPC shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP GPC to the effect that such action or transaction will not affect the Tax-Free Status Intended Tax Treatment of any applicable transaction, or (iiiii) (in the event that IP GPC chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) Spinco ), RMT Parent or SpinCo shall have provided to IP GPC an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP at least thirty (30) days GPC prior to effecting such action or transaction and IP (it being understood that GPC shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP GPC within ten (10) days of receipt of such Unqualified Tax Opinion by IP, or (iii) IP shall have waived GPC); provided that RMT Parent agrees in writing to bear any reasonable expenses associated with obtaining such a ruling or opinion, and, provided further, that the requirement to obtain RMT Parent Group Entities shall not be relieved of any liability under Section 3.02 by reason of seeking or having obtained such a ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP GPC may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions covenants set forth in this Section 6.02, Spinco SpinCo shall be permitted to (x) enter into the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by the IRS in connection with any IRS Ruling Request.

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction Period, Spinco may proceed with any of the actions or transactions described therein, if (i) IP Harbor shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP Harbor to the effect that such action or transaction will not affect the Tax-Free Status of any applicable transactionCovered Transaction, (ii) (in the event that IP Harbor chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) , Spinco shall have provided to IP Harbor an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP Harbor at least thirty (30) 45 days prior to effecting such action or transaction and IP Harbor shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP Harbor within ten (10) 15 days of receipt of such Unqualified Tax Opinion by IPHarbor, or (iii) IP Harbor shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP Harbor may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco shall be permitted to (x) enter into the Parent Company Merger, and (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII VIII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by the IRS in connection with any IRS Ruling RequestRequest or any assumptions, representations and warranties, covenants or certificates relied upon in the Opinion delivered to Harbor.

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(a)(i)(A), 6.02(a)(ii)(A) or Section 6.02(b), during the Restriction Restricted Period, Spinco SpinCo may proceed with any of the actions or transactions described therein, if (i) IP Post shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP Post to the effect that such action or transaction will not affect the Tax-Free Status of any applicable transactionCovered Transaction, (ii) (in the event that IP chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) Spinco SpinCo shall have provided to IP Post an Unqualified Tax Opinion or a ruling in form and substance reasonably satisfactory to IP at least thirty (30) days Post prior to effecting such action or transaction and IP Post shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion or ruling is reasonably satisfactory to IP Post within ten fifteen (1015) days of receipt of such Unqualified Tax Opinion or ruling by IP, Post or (iii) IP Post shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is reasonably satisfactory, IP Post may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits; taking due account of the intention of the Parties to replace the “50-percent or greater interest” as defined in Section 355(e)(2)(A)(ii) of the Code with the forty percent (40%) threshold in the definition of Disqualified Ownership Shift contained herein. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco SpinCo shall be permitted to (xA) enter into consummate the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (zB) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX maintain the composition of Treasury Regulation Section 1.355its board of directors in place immediately following the Distribution, subject to re-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by election in the IRS in connection with any IRS Ruling Requestordinary course.

Certain Exceptions. Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction Period, Spinco may proceed with any of the actions or transactions described therein, if (i) IP Harbor shall have received a supplemental ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to IP Harbor to the effect that such action or transaction will not affect the Tax-Free Status of any applicable transactionCovered Transaction, (ii) (in the event that IP Harbor chooses not to pursue such supplemental ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings,) , Spinco shall have provided to IP Harbor an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP Harbor at least thirty (30) [45] days prior to effecting such action or transaction and IP Harbor shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP Harbor within ten (10) [15] days of receipt of such Unqualified Tax Opinion by IPHarbor, or (iii) IP Harbor shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP Harbor may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco shall be permitted to (x) enter into the Parent Company Merger, and (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII VIII or Safe Harbor IX of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), so long as any such issuance or redemption is not inconsistent with any formal or informal written guidance provided by the IRS in connection with any IRS Ruling RequestRequest or any assumptions, representations and warranties, covenants or certificates relied upon in the Opinion delivered to Harbor.

Certain Exceptions. Notwithstanding For purposes of this Agreement and subject to the restrictions imposed by following sentence, neither Genentech, Inc. (“Genentech”) nor its Affiliates (which term shall, for purposes of this Section 6.02(b)35 only, during have the Restriction Period, Spinco may proceed with any meaning given it below) shall be deemed to be a Beneficial Owner of the actions or transactions described therein, if Common Stock which are (i) IP shall have received a supplemental ruling in accordance with Section 6.03(aissuable (but unissued) in form and substance reasonably satisfactory to IP to upon conversion of the effect that such action Company’s Series G Preferred Stock or transaction will not affect Series H Preferred Stock (collectively, the Tax-Free Status of any applicable transaction, “Genentech Preferred Stock”) or (ii) issued upon conversion of the Preferred Stock (the Common Stock referred to in phrase (i) being referred to as the “Exempt Unissued Shares” and the Common Stock referred to in phrase (ii) being referred to as the “Exempt Issued Shares” and such shares being referred to collectively as the “Exempt Shares”). Genentech and its Affiliates shall not be deemed to be the Beneficial Owners of the Exempt Issued Shares only if, and for so long as, the total number of Common Stock (excluding Exempt Unissued Shares and Exempt Shares issued upon conversion of the Preferred Stock at the option of the Company) of which Genentech, its Affiliates and any “group” (within the meaning of Rule 13d-5 promulgated pursuant to the Exchange Act) of which Genentech or any of its Affiliates is a member would be deemed to be the Beneficial Owner does not exceed forty percent (40%) of the Company’s issued and outstanding Common Stock, provided that any increase in the event that IP chooses not to pursue percentage of Common Stock Beneficially Owned by Genentech or an Affiliate or a group of which Genentech or any of its Affiliates is a member solely as the result of a reduction in the Company’s outstanding Common Stock shall be disregarded for purposes of determining such supplemental ruling or if such action or transaction is covered by an area in forty percent (40%) Beneficial Ownership. Common Stock which the Internal Revenue Service will not issue letter rulings,) Spinco shall have provided to IP an Unqualified Tax Opinion in form and substance reasonably satisfactory to IP at least thirty (30) days prior to effecting such action or transaction and IP shall use its reasonable best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to IP within ten (10) days of receipt of such Unqualified Tax Opinion by IP, or (iii) IP shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, IP may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis would be Exempt Issued Shares but for the ruling or opinion and the views on the substantive merits. For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, Spinco preceding sentence shall be permitted to (x) enter into the Parent Company Merger, (y) cause its Subsidiaries to enter into the Operating Company Merger and (z) Spinco may make issuances that satisfy Safe Harbor VII or Safe Harbor IX treated as Beneficially Owned for purposes of Treasury Regulation Section 1.355-7(d) and may redeem any such stock issuance pursuant to this clause (z), Agreement for so long as any such issuance or redemption is they are not inconsistent with any formal or informal written guidance eligible for the exemption provided by the IRS preceding sentence. For purposes of this Section 35 only, “Affiliate” shall mean an affiliate (as such term is defined in connection with any IRS Ruling RequestRule 405 promulgated under the Act) of Genentech, provided, however, that an affiliate of Genentech which is not controlled (within the meaning of Rule 405) by Genentech shall not be deemed to be an Affiliate unless such affiliate files statements regarding the securities of the Company pursuant to Regulation 13D-G under the Exchange Act and provided, further, that neither Genentech nor its Affiliate(s) shall be deemed to be a member of a group unless a member of such group has filed statements regarding the securities of the Company pursuant to Regulation 13D-G under the Exchange Act stating that Genentech or its Affiliate(s) is a member of such group.