Common use of CRC Restricted Actions Clause in Contracts

CRC Restricted Actions. During the Restricted Period, CRC will not, nor will CRC permit any member of the CRC Group or any other Person directly or indirectly controlled by CRC to: (a) voluntarily liquidate or dissolve (including any action that results in a liquidation or dissolution for federal income tax purposes); (b) (1) enter into any Proposed Acquisition Transaction or, to the extent CRC has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any outstanding CRC Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48, 2003-2 C.B. 86, and Revenue Procedure 2013-32, 2013-28 I.R.B. 55), (3) recapitalize, reclassify, or alter the voting rights of one or more shares of its Capital Stock, or (4) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Final Tax Materials) that in the aggregate (and taking into account any other transactions described in this Section 6.2(b)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in CRC or otherwise jeopardize the Tax-Free Status; (1) decrease the number of members of the board of directors of CRC or increase the number of such members to more than ten, (2) increase or decrease the number of the members of the board of directors of any pre-Second Distribution CRC subsidiary, or (3) alter in any way the procedures for the nomination, election, and termination of members of the board of directors, or expand, contract, or otherwise modify the rights of the board of directors to govern the affairs of CRC or any pre-Second Distribution CRC subsidiary, in each case, in a manner that differs from the manner set forth in the Certificate of Incorporation and Bylaws of CRC or any pre-Second Distribution CRC subsidiary in effect as of the date of the First Contribution if any such modification could reasonably be expected to cause the First Distribution or the Second Distribution to be taxable under Section 355 of the Code; (d) sell, exchange, distribute, or otherwise dispose of any pre-Second Distribution CRC subsidiary or all or a substantial part of the assets of any of the trades or businesses conducted by CRC and the pre-Second Distribution CRC subsidiaries (other than sales or transfers of inventory in the ordinary course of business) prior to the Second Distribution, provided, however, that the foregoing shall not apply to (i) sales, transfers, or dispositions of assets in the ordinary course of business, (ii) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (iii) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes, or (iv) any mandatory or optional repayment (or pre-payment) of any indebtedness of CRC or any member of the CRC Group, and provided, further, that for purposes of this Section 6.2(d), a merger of CRC or one of its subsidiaries with and into any Person that is not a wholly owned subsidiary of CRC shall constitute a disposition of all of the assets of CRC or such subsidiary; (e) take, or fail to take, any action that causes the trades or businesses conducted by CRC or any pre-Second Distribution CRC subsidiary to cease to be actively conducted (within the meaning of Section 355(b) of the Code and the applicable Treasury Regulations) by CRC or any such pre-Second Distribution CRC subsidiary in substantially the same manner as such business was conducted immediately before the Internal Spin-Off; (f) sell or transfer to any corporate subsidiary, or agree to sell or transfer to any corporate subsidiary (including in any transaction treated for federal income tax purposes as a sale or transfer) any assets held, directly or indirectly, by any Liquidated Corporation immediately before the liquidation (whether actual or deemed for federal income tax purposes) of such Liquidated Corporation; (g) enter into any negotiations, agreements, understandings, or arrangements with respect to any of the foregoing; or (h) take, or fail to take, any action that could reasonably be expected to cause the Internal Spin-Off or the External Spin-Off to fail to obtain the Tax-Free Status (any such action or failure to act, together with any action set forth in Sections 6.2(a)—(g), a “Restricted Action”); provided, however, that the term “Restricted Action” does not include any action, or failure to act, that is contemplated by the terms of the Separation and Distribution Agreement.

CRC Restricted Actions. During the Restricted Period, CRC will not, nor will CRC permit any member of the CRC Group or any other Person directly or indirectly controlled by CRC to: (a) voluntarily liquidate or dissolve (including any action that results in a liquidation or dissolution for federal income tax purposes); (b) (1) enter into any Proposed Acquisition Transaction or, to the extent CRC has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any outstanding CRC Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48, 2003-2 C.B. 86, and Revenue Procedure 2013-32, 2013-28 I.R.B. 55), (3) recapitalize, reclassify, or alter the voting rights of one or more shares of its Capital Stock, or (4) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Final Tax Materials) that in the aggregate (and taking into account any other transactions described in this Section 6.2(b)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in CRC or otherwise jeopardize the Tax-Free Status; (1) decrease the number of members of the board of directors of CRC or increase the number of such members to more than ten, (2) increase or decrease the number of the members of the board of directors of any pre-Second Distribution CRC subsidiary, or (3) alter in any way the procedures for the nomination, election, and termination of members of the board of directors, or expand, contract, or otherwise modify the rights of the board of directors to govern the affairs of CRC or any pre-Second Distribution CRC subsidiary, in each case, in a manner that differs from the manner set forth in the Certificate of Incorporation and Bylaws of CRC or any pre-Second Distribution CRC subsidiary in effect as of the date of the First Contribution if any such modification could reasonably be expected to cause the First Distribution or the Second Distribution to be taxable under Section 355 of the Code; (d) sell, exchange, distribute, or otherwise dispose of any pre-Second Distribution CRC subsidiary or all or a substantial part of the assets of any of the trades or businesses conducted by CRC and the pre-Second Distribution CRC subsidiaries (other than sales or transfers of inventory in the ordinary course of business) prior to the Second Distribution, provided, however, that the foregoing shall not apply to (i) sales, transfers, or dispositions of assets in the ordinary course of business, (ii) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (iii) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes, or (iv) any mandatory or optional repayment (or pre-pre- payment) of any indebtedness of CRC or any member of the CRC Group, and provided, further, that for purposes of this Section 6.2(d), a merger of CRC or one of its subsidiaries with and into any Person that is not a wholly owned subsidiary of CRC shall constitute a disposition of all of the assets of CRC or such subsidiary; (e) take, or fail to take, any action that causes the trades or businesses conducted by CRC or any pre-Second Distribution CRC subsidiary to cease to be actively conducted (within the meaning of Section 355(b) of the Code and the applicable Treasury Regulations) by CRC or any such pre-Second Distribution CRC subsidiary in substantially the same manner as such business was conducted immediately before the Internal Spin-Off; (f) sell or transfer to any corporate subsidiary, or agree to sell or transfer to any corporate subsidiary (including in any transaction treated for federal income tax purposes as a sale or transfer) any assets held, directly or indirectly, by any Liquidated Corporation immediately before the liquidation (whether actual or deemed for federal income tax purposes) of such Liquidated Corporation; (g) enter into any negotiations, agreements, understandings, or arrangements with respect to any of the foregoing; or (h) take, or fail to take, any action that could reasonably be expected to cause the Internal Spin-Off or the External Spin-Off to fail to obtain the Tax-Free Status (any such action or failure to act, together with any action set forth in Sections 6.2(a)—(g6.2(a)–(g), a “Restricted Action”); provided, however, that the term “Restricted Action” does not include any action, or failure to act, that is contemplated by the terms of the Separation and Distribution Agreement.

CRC Restricted Actions. During the Restricted Period, CRC will not, nor will CRC permit any member of the CRC Group or any other Person directly or indirectly controlled by CRC to: (a) voluntarily liquidate or dissolve (including any action that results in a liquidation or dissolution for federal income tax purposes); (b) (1) enter into any Proposed Acquisition Transaction or, to the extent CRC has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any outstanding CRC Capital Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48, 2003-2 C.B. 86, and Revenue Procedure 2013-32, 2013-28 I.R.B. 55), (3) recapitalize, reclassify, or alter the voting rights of one or more shares of its Capital Stock, or (4) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Final Tax Materials) that in the aggregate (and taking into account any other transactions described in this Section 6.2(b)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in CRC or otherwise jeopardize the Tax-Free Status; (1c) increase or decrease the number of members of the board of directors of CRC or increase the number of such members to more than ten, (2) increase or decrease the number of the members of the board of directors of any pre-Second Distribution CRC subsidiary, or (3) alter in any way the procedures for the nomination, election, and termination of members of the board of directors, or expand, contract, or otherwise modify the rights of the board of directors to govern the affairs of CRC or any pre-Second Distribution CRC subsidiaryCRC, in each case, in a manner that differs from the manner set forth in the Certificate of Incorporation and Bylaws of CRC or any pre-Second Distribution CRC subsidiary in effect as of the date of the First Contribution if any such modification could reasonably be expected to cause the First Distribution or the Second Distribution to be taxable under Section 355 of the Code; (d) sell, exchange, distribute, or otherwise dispose of any pre-Second Distribution CRC subsidiary or all or a substantial part of the assets of any of the trades or businesses conducted by CRC and the pre-Second Distribution CRC subsidiaries (other than sales or transfers of inventory in the ordinary course of business) prior to the Second Distribution, provided, however, that the foregoing shall not apply to (i) sales, transfers, or dispositions of assets in the ordinary course of business, (ii) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (iii) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes, or (iv) any mandatory or optional repayment (or pre-payment) of any indebtedness of CRC or any member of the CRC Group, and provided, further, that for purposes of this Section 6.2(d), a merger of CRC or one of its subsidiaries with and into any Person that is not a wholly owned subsidiary of CRC shall constitute a disposition of all of the assets of CRC or such subsidiary; (e) take, or fail to take, any action that causes the trades or businesses conducted by CRC or any pre-Second Distribution CRC subsidiary to cease to be actively conducted (within the meaning of Section 355(b) of the Code and the applicable Treasury Regulations) by CRC or any such pre-Second Distribution CRC subsidiary in substantially the same manner as such business was conducted immediately before the Internal Spin-Off; (f) sell or transfer to any corporate subsidiary, or agree to sell or transfer to any corporate subsidiary (including in any transaction treated for federal income tax purposes as a sale or transfer) any assets held, directly or indirectly, by any Liquidated Corporation immediately before the liquidation (whether actual or deemed for federal income tax purposes) of such Liquidated Corporation; (g) enter into any negotiations, agreements, understandings, or arrangements with respect to any of the foregoing; or (h) take, or fail to take, any action that could reasonably be expected to cause the Internal Spin-Off or the External Spin-Off to fail to obtain the Tax-Free Status (any such action or failure to act, together with any action set forth in Sections 6.2(a)—(g6.2(a)–(g), a “Restricted Action”); provided, however, that the term “Restricted Action” does not include any action, or failure to act, that is contemplated by the terms of the Separation and Distribution Agreement.