Common use of Special Transactions Clause in Contracts

Special Transactions. Neither the Company nor any of its subsidiaries (A) has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-(4)(b)(1), (B) is a party to a letter of intent, accepted term sheet or similar instrument or any binding agreement that contemplates an acquisition, disposition, transfer or sale of the assets (as a going concern) or capital stock of the Company or of any subsidiary or business unit or any similar business combination transaction which would be material to the Company and its subsidiaries taken as a whole, and (C) except for restrictions under applicable laws and regulations, no subsidiary of the Company is subject to any material direct or indirect prohibition on paying any dividends to the Company, on making any other distribution on such subsidiary’s capital stock, on repaying to the Company any loans or advances to such subsidiary from the Company or on transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company.

Special Transactions. (A) Neither the Company nor any of its subsidiaries (A) has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-(4)(b)(1), (B) neither the Company nor any of its subsidiaries is a party to a letter of intent, accepted term sheet or similar instrument or any binding agreement that contemplates an acquisition, disposition, transfer or sale of the assets (as a going concern) or capital stock of the Company or of any subsidiary or business unit or any similar business combination transaction which would be material to the Company and its subsidiaries taken as a whole, and (C) except for restrictions under applicable banking laws and regulationsregulations that apply to commercial banks generally, no subsidiary of the Company is subject to any material direct or indirect prohibition on paying any dividends to the Company, on making any other distribution on such subsidiary’s capital stock, on repaying to the Company any loans or advances to such subsidiary from the Company or on transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company.