Common use of SpinCo Internal Restructuring Clause in Contracts

SpinCo Internal Restructuring. SpinCo shall not engage in, and shall not cause or permit, any internal restructuring (including by making or revoking any election under Treasury Regulation Section 301.7701-3) involving a member of the SpinCo Group including any contribution, sale, or other transfer (not including sales in the ordinary course of business) of any of the assets contributed to SpinCo as described in the Separation Agreement (any such action, an “Internal Restructuring”), during or with respect to any Tax Period (or portion thereof) ending on or prior to the two-year anniversary of the Distribution Date unless SpinCo first consults with Manitowoc ParentCo regarding any such proposed actions reasonably in advance of taking any such proposed actions and considers in good faith any comments from Manitowoc ParentCo relating thereto.