Qualification Status definition

Qualification Status means the qualification of the Contribution and the Distribution, taken together, (i) as a transaction that meets the requirements to qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and (ii) as a transaction that meets the requirements to qualify as a distribution of the Spinco Interests to the TA Continuing Shareholders under Section 355(a) of the Code.
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Examples of Qualification Status in a sentence

  • Each party shall cooperate fully with the others in preparing and filing all Tax Returns and statements required in connection with the transactions contemplated hereby (including any statements required under Treasury Regulation Section 1.355-5) and shall furnish to the others such information and assistance as may reasonably be requested to support the Qualification Status.

  • Each party shall promptly notify the others in writing upon becoming aware of any event, fact, or circumstance that could reasonably be expected to impact the Qualification Status, and shall consult in good faith regarding any remedial or protective actions that may be available.

  • Spinco agrees that it will not take or fail to take, or permit any Affiliate of Spinco, to take or fail to take, any action which prevents or could reasonably be expected to prevent the Qualification Status, including, in the case of Spinco, issuing any Spinco Capital Stock that would prevent the Contribution and Distribution, taken together, from meeting the requirements to qualify under Section 355 of the Code or Section 368(a)(1)(D) of the Code.