Common use of Specified Actions Clause in Contracts

Specified Actions. During the two year period following the Distribution Date, Controlled will not (and it will cause its Affiliates not to) (A) liquidate, merge or consolidate with or into any other corporation; (B) issue any of its capital stock in one or more transactions, other than (i) issuances to employees or directors in connection with the performance of services for Controlled (that are not excessive by reference to the services performed) which issuances either are (x) with respect to the exercise of options that were granted by Controlled before the Closing Date or (y) with respect to the exercise of options that were granted by Controlled on or after the Closing Date which satisfy the requirements of Treasury Regulations Section 1.355-7T(d)(6) to not be treated for purposes of Section 355(e) of the Code to be part of a plan or series of related transactions that includes the Distribution or (ii) issuances of stock to a retirement plan qualified under Section 401(a) or 403(a) of the Code in a transaction which satisfies the requirements of Treasury Regulations Section 1.355-7T(d)(7); (C) redeem, purchase or otherwise reacquire its capital stock in one or more transactions; (D) change the voting rights of any of its stock; (E) sell, exchange, distribute or otherwise dispose of, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied upon to satisfy Section 355(b) of the Code; (F) issue any options to acquire Controlled Shares other than options which satisfy the requirements of Treasury Regulations Section 1.355-7T(e)(3)(ii); or (G) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied upon to satisfy Section 355(b) of the Code.

Specified Actions. During the two year period following the Distribution Date, Controlled will not (and it will cause its Affiliates not to) (A) liquidate, merge or consolidate with or into any other corporation; (B) issue any of its capital stock in one or more transactions, other than (i) issuances of stock to employees or directors in connection with the performance of services for Controlled (that are not excessive by reference to the services performed) which issuances either are (x) with respect to the exercise of options that were granted by Controlled before the Closing Date or (y) with respect to the exercise of options that were granted by Controlled on or after the Closing Date which satisfy the requirements of Treasury Regulations Section 1.355-7T(d)(67T(f)(6) to not be treated for purposes of Section 355(e) of the Code to be part of a plan or series of related transactions that includes the Distribution or (ii) issuances of stock to a retirement plan qualified under Section 401(a) or 403(a) of the Code in a transaction which satisfies the requirements of Treasury Regulations Section 1.355-7T(d)(7)Distribution; (C) redeem, purchase or otherwise reacquire its capital stock in one or more transactions; (D) change the voting rights of any of its stock; (E) sell, exchange, distribute or otherwise dispose of, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied upon to satisfy Section 355(b) of the Code; (F) issue any options to acquire Controlled Shares other than options which satisfy the requirements of Treasury Regulations Section 1.355-7T(e)(3)(ii7T(g)(3)(ii); or (G) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied upon to satisfy Section 355(b) of the Code.