Potential Disqualifying Action means any action (including entering into any agreement, understanding or arrangement or any substantial negotiations with respect to any transaction or series of transactions) that would be reasonably likely to cause a Distribution Disqualification to occur, including any action that would be inconsistent with any representation or covenant made in this Agreement, the Separation and Distribution Agreement, or the Tax Materials.
Examples of Potential Disqualifying Action in a sentence
Potential Disqualifying Action has the meaning set forth in Section 10.02(b).
If GM makes a determination that a Potential Disqualifying Action or other action or transaction described in Section 6.2 would jeopardize the Tax-Free Status of the Spin-Off, such notice to Hughes or EchoStar shall set forth, in reasonable detail, the reasons therefor.
The Company has not granted any permission to Windstream to implement any Potential Disqualifying Action (as defined in the Windstream Merger Agreement) and there are no pending disputes or requests for indemnification under either the Tax Sharing Agreement or Article X of the Windstream Merger Agreement.
No action taken pursuant to this Section 10.3(b) shall be treated as a Disqualifying Action or a Potential Disqualifying Action.
Notwithstanding the foregoing, the provisions of this Section 10.2 shall not prohibit the Surviving Corporation from implementing any Potential Disqualifying Action upon which the IRS has granted a favorable ruling to AT Co. or the Surviving Corporation.