Pre-Closing Redemption Sample Clauses

Pre-Closing Redemption. Notwithstanding anything to the contrary in this Agreement, immediately prior to and conditioned upon the Closing, as part of the Pre-Closing Reorganization, Company Parent shall cause Company to acquire and redeem from Company Parent all of Company Parent’s right, title and interest in a number of Company Units as reasonably determined by Company Parent in exchange for 100% of the Equity Interests in Parent Sub (such redemption, the “Pre-Closing Redemption”). The Parties intend that for U.S. federal and other applicable income tax purposes, such Pre- Closing Redemption shall be treated as a transaction integrated with the Merger in accordance with ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 213 F.2d 914 (6th Cir. 1954) and IRS Revenue Ruling 55-745 such that Company Parent shall be treated as surrendering a portion of its Company Units in the Pre-Closing Redemption in a redemption that qualifies for sale or exchange treatment under Sections 302(a) and 302(b) of the Code and exchanging the remaining portion of its Company Units for the Purchase Price. The Parties shall, and shall cause their Affiliates to, prepare and file all U.S. federal and other applicable Income Tax Returns in a manner consistent with the foregoing intended tax treatment and shall not take any position inconsistent therewith, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. For purposes of Sections 3.3, 7.9(a)(iii) and 7.9(i)(iii) and the definition of “Accrued Taxes,” the Parties agree that the fair market value of the Equity Interests in Parent Sub shall be the fair market value thereof set forth on the valuation report to be prepared by ▇▇▇▇▇ & ▇▇▇▇▇ LLP (the “Parent Sub Valuation”) prior to the Closing Date (and Company Parent shall pay the fees and expenses of Ernst & Young LLP (“E&Y”) in preparing such valuation report), which valuation report shall be prepared and shared with Buyer (including reasonable supporting documentation therefor) as soon as reasonably practicable, and in any event within 15 days, after the date hereof, and shall be subject to Buyer’s good faith review and approval (not to be unreasonably withheld, conditioned or delayed) prior to the Closing; provided, that if Buyer does not in good faith object in writing to the Parent Sub Valuation within five (5) days after receipt of the Parent Sub Valuation by delivering written notice of such good faith objection to Company Parent specifying its objections thereto (together with reasonable ...

Pre-Closing Redemption. Notwithstanding anything to the contrary in this Agreement, immediately prior to and conditioned upon the Closing, the Holder Representative shall be entitled, at its sole and absolute discretion, to cause any of the Blockers to acquire and redeem from their equity holders all of the right, title and interest in a number of Equity Interests of the Blockers as determined by the Holder Representative in exchange for a cash payment by the Blockers to such equity holders (any such redemption, the “Pre-Closing Redemption”). The Parties intend that for U.S. federal and other applicable income tax purposes, any such Pre-Closing Redemption shall be treated as a transaction integrated with the purchase and sale of the Equity Interests of the Blockers pursuant to this Agreement in accordance with ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 213 F.2d 914 (6th Cir. 1954) and Rev. Rul. 55-745 such that the Blockers’ equity holders shall be treated as surrendering a portion of their Equity Interests in the Blockers in the Pre-Closing Redemption in a redemption that qualifies for sale or exchange treatment under Section 302(b) of the Code and exchanging their other Equity Interests of the Blockers for the portion of the Base Merger Consideration (as adjusted pursuant to Section 2.10) allocated to such equity holders. The Parties shall, and shall cause their Affiliates to, prepare and file all U.S. federal and other applicable income Tax Returns in a manner consistent with the foregoing intended tax treatment and shall not take any position inconsistent therewith, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.

Pre-Closing Redemption. Prior to the Closing, Sellers shall cause the Redemption to be effected. Notwithstanding anything to the contrary in this Agreement, including anything to the contrary in this Article V, the Transferred Company shall be permitted to effect the Redemption by way of a redemption of all or a portion of either or both of the Seller’s Units in the Transferred Company (but not all of the Units of both Sellers). The Parties agree that, except as otherwise required by applicable Law, for U.S. federal income tax purposes, the Redemption and the sale of the Transferred Company shall be treated as a single integrated transaction under by the principles of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 213 F.2d 914 (6th Cir. 1954). The Parties agree to file all Tax Returns consistent with such treatment set forth in the preceding sentence.