Common use of No U.S Clause in Contracts

No U.S. Trade or Business and Not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.14 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.14 in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that such action will more likely than not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of 75% of the members of the Board then in office (for the sake of clarity, the foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to Section 5.14). It is hereby understood that this Section 5.14 does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.

No U.S. Trade or Business and Not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.14 2.13 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.14 2.13; in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that such action will more likely than not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of 75% of the members of the Board then in office (for the sake of clarity, the foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to this Section 5.142.13). It ; provided, further, that it is hereby understood that this Section 5.14 2.13 does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.

No U.S. Trade or Business and Not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.14 5.12 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Amended and Restated Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.14 5.12 in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that such action will in its opinion it is more likely than not that such proposed action will not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of at least 75% of the members of the Board then in office (for the sake of clarity, the office. The foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to Section 5.14)5.12. It is hereby understood that this Section 5.14 5.12 does not alter any provision in the Company's Amended and Restated Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws.. SECTION 5.13

No U.S. Trade or Business and Not not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.14 5.12 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.14 5.12 in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that such action will more likely than not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of 75% of the members of the Board then in office (for the sake of clarity, the foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to this Section 5.145.12). It is hereby understood that this Section 5.14 5.12 does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.

No U.S. Trade or Business and Not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.14 5.12 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Amended and Restated Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.14 5.12 in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that such action will in its opinion it is more likely than not that such proposed action will not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of at least 75% of the members of the Board then in office (for the sake of clarity, the office. The foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to Section 5.14)5.12. It is hereby understood that this Section 5.14 5.12 does not alter any provision in the Company's Amended and Restated Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws.