Pre-Distribution Period. During the period from the date hereof until the completion of the Distribution, SpinCo shall not take any action (including the issuance of SpinCo Capital Stock) or permit any SpinCo Affiliate directly or indirectly controlled by SpinCo to take any action if, as a result of taking such action, SpinCo could have a number of shares of SpinCo Capital Stock (computed on a fully diluted basis or otherwise) issued and outstanding, including by way of the exercise of stock options (whether or not such stock options are currently exercisable) or the issuance of restricted stock, that could cause Distributing to cease to have Tax Control of SpinCo.
Pre-Distribution Period. For any Pre-Distribution Period: (u) Taxes and Tax Items arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any series of QVC Group Common Stock or in any Person that was owned directly or indirectly by Distributing prior to the Distribution during a period that such Person is or was tracked by the QVC Group Common Stock or that is acquired, directly or indirectly by Distributing following the Distribution shall be allocated to Distributing, (v) Taxes and Tax Items (other than any such Taxes and Tax Items which are required to be paid by, or are permitted to be claimed by, LEXE under the LEXE Tax Sharing Agreement, CHUB under the CHUB Tax Sharing Agreement, or LTRIP under the LTRIP Tax Sharing Agreement) arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any class or series of Liberty Ventures Common Stock or in any Person that was owned directly or indirectly by Distributing prior to the Distribution during a period that such Person is or was tracked by the Liberty Ventures Common Stock or that is acquired, directly or indirectly by Splitco following the Distribution shall be allocated to Splitco, (w) Taxes and Tax Items arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any class or series of Liberty Ventures Common Stock, or in any Person that was owned directly or indirectly by Distributing prior to the Distribution during a period that such Person is or was tracked by the Liberty Ventures Common Stock, that are required to be paid by, or are permitted to be claimed by, LEXE under the LEXE Tax Sharing Agreement, CHUB under the CHUB Tax Sharing Agreement, or LTRIP under the LTRIP Tax Sharing Agreement shall be allocated to (A) Splitco for the portion of the Pre-Distribution Period ending on the date of the Reattribution and (B) Distributing for the portion of the Pre-Distribution Period beginning on the day after the Reattribution, (x) Taxes and Tax Items arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any class or series of stock of LEXE, CHUB, or LTRIP shall be allocated to (A) Splitco for the portion of the Pre-Distribution Period ending on the date of the Reattribution and (B) Distributing for the portion of the Pre-Distribution Period beginning on the day after the Reattribution, (y) Taxes and Tax Items ar...
Pre-Distribution Period. Notwithstanding the foregoing, During the period from the date hereof until the completion of the Distribution, (i) Newmark shall not, and shall cause its Affiliates not to, take any action (including the issuance of Newmark Capital Stock) or fail to take any action if such action or failure to act would or could result in (x) BGC Partners ceasing to have Section 368(c) Control of Newmark or (y) Deconsolidation, provided, however, that this clause (y) shall not apply if the IPO results in Deconsolidation, (ii) Newmark shall, and shall cause its Affiliates to, take any action requested by BGC Partners in furtherance of, or in order to consummate, the Distribution, (iii) Newmark shall not, and shall cause its Affiliates not to, take any action or fail to take any action which action or failure to act could reasonably be expected to adversely affect, jeopardize or prevent the consummation of the Distribution or the Tax-Free Status of the Contribution and Distribution or the Partnership Division Treatment of the Partnership Divisions and (iv) Newmark shall not take any action set forth in clauses (i) through (vi) of Section 7.02(c) without the prior consent of BGC Partners (which BGC Partners may withhold in its sole and absolute discretion).
Pre-Distribution Period. For any Pre-Distribution Period: (x) Distributing shall be allocated any Taxes and Tax Items arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any series of Liberty Formula One Common Stock, Liberty SiriusXM Common Stock, or LMC Common Stock, (y) Splitco shall be allocated any Taxes and Tax Items arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any series of Liberty Braves Common Stock, and (z) any other Taxes or Tax Items related to employee, independent contractor or director compensation or employee benefits shall be allocated to Distributing to the extent that the Distributing Business is or was responsible for the underlying obligation and to Splitco to the extent that the Splitco Business is or was responsible for the underlying obligation.
Pre-Distribution Period. DSPGI shall be liable for, and shall indemnify the Ceva Group against, any Separate Company Tax for all Tax Periods ending on or before the Distribution Date and for the Pre-Distribution Period. DSPGI is entitled to any refunds of Separate Company Taxes for Tax Periods ending on or before the Distribution Date and for the Pre-Distribution Period.
Pre-Distribution Period. Remainco shall be liable for and shall pay (or cause to be paid) to the relevant Taxing Authority any Taxes of or relating to any member of the Remainco Existing Group for any Pre-Distribution Period (including any portion of a Straddle Period that is treated as a Pre-Distribution Period under Section 2.02(a)(iii)).
Pre-Distribution Period. For any Pre-Distribution Period: (x) Taxes and Tax Items arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any series of Liberty Interactive Common Stock or in any Interactive Entity shall be allocated to Distributing; (y) Taxes and Tax Items arising from the issuance, vesting, exercise or settlement of any Compensatory Equity Interests with respect to any class or series of Distributing stock (other than any series of Liberty Interactive Common Stock) or in any Person (including DTV, Discovery, LGI, and Ascent) other than Distributing or any Interactive Entity shall be allocated to Controlled, and (z) any other Taxes or Tax Items related to employee, independent contractor or director compensation or employee benefits shall be allocated to Distributing to the extent that the Distributing Business is or was responsible for the underlying obligation and to Controlled to the extent that the Controlled Business is or was responsible for the underlying obligation.
Pre-Distribution Period. During the period from the date hereof until the completion of the Distribution, SpinCo shall not take any action (including the issuance of SpinCo Capital Stock) or permit any SpinCo Affiliate to take any action (including the issuance of AHS Capital Stock) if, as a result of taking such action, (i) SpinCo could have a number of shares of SpinCo Capital Stock (computed on a fully diluted basis or otherwise) issued and outstanding, including by way of the exercise of stock options (whether or not such stock options are currently exercisable) or the issuance of restricted stock, that could cause Parent to cease to have Tax Control of SpinCo or (ii) AHS could have a number of shares of AHS Capital Stock (computed on a fully diluted basis or otherwise) issued and outstanding, including by way of the exercise of stock options (whether or not such stock options are currently exercisable) or the issuance of restricted stock, that could cause SMCS Holdco II to cease to have Tax Control of SpinCo.
Pre-Distribution Period. During the period from the date hereof until the completion of the Distribution, GCP shall not take any action (including the issuance of GCP Capital Stock) or permit any GCP Affiliate to take any action if, as a result of taking such action, GCP could have a number of shares of GCP Capital Stock (computed on a fully diluted basis or otherwise) issued and outstanding, including by way of the exercise of stock options (whether or not such stock options are currently exercisable) or the issuance of restricted stock, that could cause Grace to cease to have Tax Control of GCP.
Pre-Distribution Period. During the period from the date hereof until the completion of the Distribution, Corner Store shall not take any action (including the issuance of Corner Store Capital Stock) or permit any Corner Store Affiliate directly or indirectly controlled by Corner Store, as the case may be, to take any action if, as a result of taking such action, Corner Store could have a number of shares of Corner Store Capital Stock (computed on a fully diluted basis or otherwise) issued and outstanding, including by way of the exercise of stock options (whether or not such stock options are currently exercisable) or the issuance of restricted stock, that could cause Valero to cease to have Tax Control of Corner Store.
