Common use of Section 351 Clause in Contracts

Section 351. The Company has no current plan or intention to reacquire any of the Rollover Shares or shares issued to the Sponsor pursuant to the Subscription Agreement. The Company will not issue voting or nonvoting stock of the Company in exchange for any consideration other than cash or other property in a manner and at a time that is reasonably likely to prevent the stock issuances to Investor and the other Rollover Holders contemplated by this Agreement from qualifying as tax-free exchanges under Section 351 of the Code; provided, however, that the Company shall not be prohibited from taking any action that is permitted by or required by this Agreement or any other agreement referenced herein. Assuming (A) the Investor satisfies its obligations with respect to the Rollover, (B) the other Rollover Holder satisfies its obligations with respect to the rollover of its shares of Target Common Stock pursuant to the Rollover Agreement between the Company and such other Rollover Shareholder, and (C) the Sponsors funds their respective obligations pursuant to the Subscription Agreement, in each case at or prior to the Effective Time, the Sponsors, the other Rollover Shareholder and the Investor, when taken together, shall hold at least 80% of the voting stock of the Company and at least 80% of each class of nonvoting stock, if any, at the Effective Time.

Section 351. The Company has no current plan or intention to reacquire any of the Rollover Shares or shares issued to the Sponsor pursuant to the Subscription Purchase Agreement. The Company will not issue voting or nonvoting stock of the Company in exchange for any consideration other than cash or other property in a manner and at a time that is reasonably likely to prevent the stock issuances to Investor and the other Rollover Holders contemplated by this Agreement from qualifying as tax-free exchanges under Section 351 of the Code; provided, however, that the Company shall not be prohibited from taking any action that is permitted by or required by this Agreement or any other agreement referenced herein. Assuming (A) the Investor satisfies its obligations with respect to the Rollover, (B) the other Rollover Holder satisfies its obligations with respect to the rollover of its shares of Target Common Stock pursuant to the Rollover Agreement between the Company and such other Rollover Shareholder, and (C) the Sponsors funds their respective obligations pursuant to the Subscription Purchase Agreement, in each case at or prior to the Effective Time, the Sponsors, the other Rollover Shareholder and the Investor, when taken together, shall hold at least 80% of the voting stock of the Company and at least 80% of each class of nonvoting stock, if any, at the Effective Time.