Common use of Qualification as Tax-Free Distribution Clause in Contracts

Qualification as Tax-Free Distribution. After the Closing Date, neither CCI nor uBid shall take, or permit any member of its respective Group to take, any action which could reasonably be expected to prevent the Distribution from qualifying as a tax-free distribution within the meaning of Section 355 of the Code or any other transaction contemplated by this Agreement or any Ancillary Agreement which is intended by the parties to be tax-free from failing so to qualify. Without limiting the foregoing, after the Closing Date and on or prior to the Distribution Date, uBid shall not issue or grant, and shall not permit any member of the uBid Group to issue or grant, directly or indirectly, any shares of uBid Common Stock or any rights, warrants, options or other securities to purchase or acquire (whether upon conversion, exchange or otherwise) any shares of uBid Common Stock (whether or not then exercisable, convertible or exchangeable) except for grants of stock options to employees and directors or uBid that by their terms cannot be exercised until after the earlier of (i) the Distribution Date or (ii) 18 months following the Closing Date.