Certain WhiteWave Actions Clause Samples
The 'Certain WhiteWave Actions' clause defines specific actions or decisions that WhiteWave, as a party to the agreement, is permitted or required to take under certain circumstances. This may include operational steps, approvals, or notifications that WhiteWave must perform, such as obtaining consents, making filings, or executing documents relevant to the transaction. The core function of this clause is to clearly delineate WhiteWave's responsibilities and authorities, ensuring that all parties understand what actions are expected and when, thereby reducing ambiguity and facilitating smooth execution of the agreement.
Certain WhiteWave Actions. WhiteWave agrees that, during the period beginning on October 25, 2012 and ending two years following the Distribution, without first obtaining, at WhiteWave’s own expense, (i) a Supplemental Ruling that such action will not result in Distribution Taxes, (ii) a Supplemental Tax Opinion from Tax Counsel selected by WhiteWave that such action will not result in Distribution Taxes that is acceptable to ▇▇▇▇ Foods in its reasonable discretion, or (iii) the consent of ▇▇▇▇ Foods to the action proposed to be taken, WhiteWave shall not and shall not permit any WhiteWave Affiliate to:
(1) sell all or substantially all of the assets of WhiteWave or any WhiteWave Affiliate or sell, transfer, or issue any stock of a WhiteWave Affiliate (other than a sale, transfer, or issuance to another member of the WhiteWave Group that would not cause the Distribution to fail to qualify as a tax-free Distribution under Section 355);
(2) liquidate or merge WhiteWave or any WhiteWave Affiliate with another entity (other than a liquidation or merger with or into another member of the WhiteWave Group that would not cause the Distribution to fail to qualify as a tax-free distribution under Section 355), without regard to which party is the surviving entity;
(3) transfer any assets of WhiteWave in a transaction described in Section 351 or subparagraph (C) or (D) of Section 368(a)(1) of the Code (other than a transfer to a corporation, including any entity that is a disregarded entity for federal income tax purposes, which files a consolidated return with WhiteWave and which is wholly-owned, directly or indirectly, by WhiteWave);
(4) subject to Section 4.2(f), issue stock of WhiteWave (or any instrument that is convertible or exchangeable into any such stock) (excluding any issuance pursuant to the exercise of employee stock options or other employment-related arrangements having customary terms and conditions and that satisfy the requirements of Safe Harbor VIII as set forth in Treasury Regulations § 1.355-7(d)(8) (“Option Issuances”)), which would result in the acquisition by one or more persons of more than the Applicable Percentage (by vote or value) of the stock of WhiteWave, determined under the principles of Section 355(e) of the Code, when aggregated with all issuances, redemptions, sales or other acquisitions of WhiteWave stock during such period, excluding (i) the issuance of shares in the IPO, (ii) any transfer by the ▇▇▇▇ Foods Group permitted pursuant to Section 4.6 of the S...