Common use of Protective Section 336(e) Elections Clause in Contracts

Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror and SpinCo agree that (if and to the extent determined by Parent) Parent shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations issued thereunder for any member of the SpinCo Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Section 1.336-1(b)(5)(ii).

Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror Distributing and SpinCo Controlled agree that (if and to the extent determined by Parent) Parent Distributing shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations Regulations issued thereunder for any each member of the SpinCo Controlled Group that is a domestic corporation for U.S. federal income Tax purposes purposes, other than the corporations listed on Exhibit [D] hereto, with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Regulations Section 1.336(e)-1(b)(61.336-1(b)(6), by reason of the application of Treasury regulations Regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Regulations Section 1.336-1(b)(5)(ii).

Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror and SpinCo agree that (if and to the extent determined by Parent) Parent shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations issued thereunder for any member of the SpinCo Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Section 1.336-1(b)(5)(ii). 14 NTD: Amount equal to 5% of the equity value of SpinCo.

Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), ParentLMC, Acquiror RMT Parent and SpinCo Spinco agree that (if and to the extent determined by Parent) Parent LMC shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations Regulations issued thereunder for any each member of the SpinCo Spinco Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Regulations Section 1.336-1(b)(5)(ii).

Protective Section 336(e) Elections. (a) Section 336(e) Election. Pursuant to Treasury regulations Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent, Acquiror ConAgra and SpinCo agree that (if and to the extent determined by Parent) Parent ConAgra shall make a timely protective election under Section 336(e) of the Code and the Treasury regulations Regulations issued thereunder for any each member of the SpinCo LW Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury regulations Regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury regulations Regulations Section 1.336-1(b)(5)(i)(B) or Treasury regulations Regulations Section 1.336-1(b)(5)(ii).