After the Distribution Date. (as defined in the Rights Agreement), the provisions hereof and the Certificate of Incorporation of the Company shall not be amended in any manner which would adversely affect the rights, privileges or powers of the Series A Preferred Stock without, in addition to any other vote of stockholders required by law, the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series A Preferred Stock, voting together as a single class.
After the Distribution Date. AMO shall have access during regular business hours (as in effect from time to time) to the documents and objects of historic significance that relate to the AMO Business that are located in archives retained or maintained by Allergan. AMO may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that AMO shall cause any such objects to be returned promptly in the same condition in which they were delivered to AMO and AMO shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to Allergan. AMO shall pay the applicable fee or rate per hour for archives research services (subject to increase from time to time to reflect rates then in effect for Allergan generally). Nothing herein shall be deemed to restrict the access of any member of the Allergan Group to any such documents or objects or to impose any liability on any member of the Allergan Group if any such documents or objects are not maintained or preserved by Allergan.
After the Distribution Date neither Xxxxxxx nor Midas shall take, or permit any of its subsidiaries 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 which is intended by the parties to be tax-free from failing so to qualify. (b)
After the Distribution Date. Xxxxxxx shall not, nor cause or permit, any Xxxxxxx Subsidiary to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the expected tax consequences to Hussmann which are known to Xxxxxxx of any transaction contemplated by this Agreement; PROVIDED, HOWEVER, nothing in this SECTION 6.06(b) shall prohibit Xxxxxxx from taking any action, or entering into any transaction (or permitting or causing any Xxxxxxx Subsidiary so to act or enter), in the ordinary course of business or in connection with the settlement of any audit issue or the filing of any tax return. After the Distribution Date, Hussmann shall not, nor cause or permit, any Hussmann Subsidiary to take any action or enter into any transaction which could reasonably be expected to materially adversely impact the reasonably expected tax consequences to Xxxxxxx which are known to Hussmann of any transaction contemplated by this Agreement; PROVIDED, HOWEVER, nothing in this SECTION 6.06(b) shall prohibit Hussmann from taking any action, or entering into any transaction (or permitting or causing any Hussmann Subsidiary so to act or enter) in the ordinary course of business or in connection with the settlement of any audit issue or the filing of any tax return.
After the Distribution Date each Party shall promptly notify the other Party in writing upon receipt of written notice of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim upon it, which, if determined adversely, would be grounds for indemnification from such other Party pursuant to this Agreement or could reasonably be expected to have an adverse tax effect on the other Party. Each Party shall, on a timely basis, keep the other Party informed of all developments in the audit and provide such other Party with copies of all pleadings, briefs, orders, and other correspondence pertaining thereto.
After the Distribution Date the Company covenants and agrees that it shall not i. consolidate with, ii. merge with or into, or iii. sell or transfer to, in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries taken as a whole, any other Person (other than a Subsidiary of the Company in a transaction which does not violate Section 11(m) hereof), if (x) at the time of or after such consolidation, merger or sale there are any charter or bylaw provisions or any rights, warrants or other instruments or securities outstanding, agreements in effect or any other action taken which would diminish or otherwise eliminate the benefits intended to be afforded
After the Distribution Date the Parties shall enter into a mutually agreeable escrow arrangement, pursuant to which Varian will place the Acuros CTS source code into escrow. The material terms of the escrow agreement will be set forth on Schedule G.
After the Distribution Date. Masco shall retain all assets and Liabilities under the Masco Defined Contribution Plans except as otherwise provided in Section 4.01(b) (“Retained DC Plan Liabilities”).
