Common use of Permitted Transactions Clause in Contracts

Permitted Transactions. (i) Anything in Sections 4(b)(iii) and 4(b)(iv) to the contrary notwithstanding, a Spinco (or any member of its Group) shall not be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiring, directly or indirectly, Equity Securities representing a 10% or greater interest, by vote or value, in such Spinco (or any successor thereto) pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date of such Spinco, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), during the Restriction Period, a Spinco (the “Requesting Spinco”) may (i) issue, sell, redeem or otherwise acquire (or cause a member of its respective Spinco Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of any member of its respective Spinco Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)), (iii) sell or otherwise dispose of its assets or the assets of any member of its respective Spinco Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge itself or any member of its respective Spinco Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides Parent with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent in its sole and absolute discretion exercised in good faith (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (Z) the Requesting Spinco shall request that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) in accordance with Section 4(d)(ii) of this Agreement to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Transactions and Parent shall have received such private letter ruling, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith. Notwithstanding the foregoing, with respect to any action or transaction involving an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spinco, the Requesting Spinco shall be permitted to consummate such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(d), and Parent, after due diligence, is satisfied with the accuracy of such certification.

Permitted Transactions. (i) Anything in Sections 4(b)(iii) and 4(b)(iv) to the contrary notwithstanding, a Spinco (or any member of its Group) shall not be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiring, directly or indirectly, Equity Securities representing a 10% or greater interest, by vote or value, in such Spinco (or any successor thereto) pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date of such Spinco, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), during the Restriction Period, a Spinco (the “Requesting Spinco”) SpinCo may (i) issue, sell, redeem or otherwise acquire (or cause a member of its respective Spinco the SpinCo Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of SpinCo or any member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)), (iii) sell or otherwise dispose of its assets or the assets of SpinCo or any member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge itself SpinCo or any member of its respective Spinco the SpinCo Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides Parent with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent in its sole and absolute discretion exercised in good faith (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (Z) the Requesting Spinco SpinCo shall request that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with Section 4(d)(ii) of this Agreement to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Off Transactions and Parent shall have received such private letter ruling, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith; provided, that to the extent (A) such private letter ruling cannot be obtained from the IRS under Rev. Proc. Notwithstanding the foregoing2011-3, 2011-1 I.R.B. 111 (as amended from time to time) (or from any other applicable Tax Authority under any analogous procedure of such Tax Authority) or (B) Parent determines in its sole and absolute discretion not to seek to obtain such private letter ruling, in lieu of such private letter ruling (1) SpinCo shall obtain Parent’s written consent (which may be withheld at Parent’s sole discretion) or (2) SpinCo shall provide Parent with respect an Unqualified Tax Opinion, in form and substance satisfactory to any action or transaction involving Parent in its sole and absolute discretion, exercised in good faith (and in determining whether an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spincoopinion is satisfactory, Parent may consider, among other factors, the Requesting Spinco shall be permitted to consummate such transaction appropriateness of any underlying assumptions and management’s representations if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies used as a basis for the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(dopinion), and Parent, after due diligence, is satisfied with the accuracy of such certification.

Permitted Transactions. (i) Anything in Sections 4(b)(iii) and 4(b)(iv) to the contrary notwithstanding, a Spinco (or any member of its Group) shall not be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiring, directly or indirectly, Equity Securities representing a 10% or greater interest, by vote or value, in such Spinco (or any successor thereto) pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date of such Spinco, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii5(b)(iii) through 4(b)(vi5(b)(vi), during the Restriction Period, a Spinco (the “Requesting Spinco”) SpinCo may (i) issue, sell, redeem or otherwise acquire (or cause a another member of its respective Spinco the SpinCo Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of SpinCo or any other member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)5(b)(iii), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)5(b)(iv), (iii) sell or otherwise dispose of its assets or the assets of SpinCo or any other member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), 5(b)(v) or (iv) merge itself SpinCo or any other member of its respective Spinco the SpinCo Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi5(b)(vi), in each case, if and only if such transaction would not violate Section 4(b)(i5(b)(i) or Section 4(b)(ii5(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii5(c), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides SpinCo shall provide Parent with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent in its sole and absolute discretion exercised in good faith discretion, (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (ZY) the Requesting Spinco SpinCo shall request that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) in accordance with Section 4(d)(ii) of this Agreement Private Letter Ruling to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Transactions and Parent shall have received such private letter rulinga Private Letter Ruling, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith. Notwithstanding , or (Z) Parent in its sole and absolute discretion shall have waived in writing the foregoing, with respect requirement to any action obtain such Unqualified Tax Opinion or transaction involving an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spinco, the Requesting Spinco shall be permitted to consummate such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(d), and Parent, after due diligence, is satisfied with the accuracy of such certificationPrivate Letter Ruling.

Permitted Transactions. (i) Anything in Sections 4(b)(iii) and 4(b)(iv) to the contrary notwithstanding, a Spinco (or any member of its Group) shall not be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiring, directly or indirectly, Equity Securities representing a 10% or greater interest, by vote or value, in such Spinco (or any successor thereto) pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date of such Spinco, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii5(b)(iii) through 4(b)(vi5(b)(vii), during the Restriction Period, a Spinco (the “Requesting Spinco”) Horizon may (i) engage in a transaction that would result in Horizon or its “separate affiliated group” ceasing to be engaged in any Horizon Business, (ii) issue, sell, redeem or otherwise acquire (or cause a another member of its respective Spinco the Horizon Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of Horizon or any other member of its respective Spinco the Horizon Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)5(b)(iv), (iiiii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)5(b)(v), (iiiiv) sell or otherwise dispose of its assets or the assets of Horizon or any other member of its respective Spinco the Horizon Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), 5(b)(vi) or (ivv) merge itself Horizon or any other member of its respective Spinco the Horizon Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi5(b)(vii), in each case, if and only if such transaction would not violate Section 4(b)(i5(b)(i) or Section 4(b)(ii5(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii), (iv) or (ivv) of this Section 4(c)(ii5(c), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides Parent Horizon shall provide TriMas with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent TriMas in its sole and absolute discretion discretion, exercised in good faith faith, (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (ZY) the Requesting Spinco Horizon shall request that Parent TriMas obtain a private letter ruling (orfrom the IRS, if applicableat the expense of Horizon, a supplemental private letter ruling) in accordance with Section 4(d)(ii) of this Agreement to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Transactions and Parent TriMas shall have received such a private letter ruling, in form and substance satisfactory to Parent TriMas in its sole and absolute discretion, exercised in good faith. Notwithstanding , or (Z) TriMas in its sole and absolute discretion shall have waived in writing the foregoing, with respect requirement to any action obtain such Unqualified Tax Opinion or transaction involving an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spinco, the Requesting Spinco shall be permitted to consummate such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(d), and Parent, after due diligence, is satisfied with the accuracy of such certificationprivate letter ruling.

Permitted Transactions. (i) Anything in Sections 4(b)(iii) and 4(b)(iv) to the contrary notwithstanding, a Spinco (or any member of its Group) shall not be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiring, directly or indirectly, Equity Securities representing a 10% or greater interest, by vote or value, in such Spinco (or any successor thereto) pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date of such Spinco, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), during the Restriction Period, a Spinco (the “Requesting Spinco”) SpinCo may (i) issue, sell, redeem or otherwise acquire (or cause a member of its respective Spinco the SpinCo Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of SpinCo or any member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)), (iii) sell or otherwise dispose of its assets or the assets of SpinCo or any member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge itself SpinCo or any member of its respective Spinco the SpinCo Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides SpinCo shall provide Parent with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent in its sole and absolute discretion discretion, exercised in good faith (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), opinion) or (ZY) the Requesting Spinco SpinCo shall request that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) Private Letter Ruling in accordance with Section 4(d)(ii) of this Agreement to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Transactions and Parent shall have received such private letter rulinga Private Letter Ruling, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith. Notwithstanding the foregoing, with respect to any action or transaction involving an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spinco, the Requesting Spinco shall be permitted to consummate such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(d), and Parent, after due diligence, is satisfied with the accuracy of such certification.

Permitted Transactions. (i) Anything in Sections 4(b)(iii) and 4(b)(iv) to the contrary notwithstanding, a Spinco (or any member of its Group) shall not be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiring, directly or indirectly, Equity Securities representing a 10% or greater interest, by vote or value, in such Spinco (or any successor thereto) pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date of such Spinco, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), during the Restriction Period, a Spinco (the “Requesting Spinco”) SpinCo may (i) issue, sell, redeem or otherwise acquire (or cause a member of its respective Spinco the SpinCo Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of SpinCo or any member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv4(b) (determined after giving effect to Section 4(c)(i)iv), (iii) sell or otherwise dispose of its assets or the assets of SpinCo or any member of its respective Spinco the SpinCo Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge itself SpinCo or any member of its respective Spinco the SpinCo Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides Parent with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent in its sole and absolute discretion exercised in good faith (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (Z) the Requesting Spinco SpinCo shall request that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax Authority in accordance with Section 4(d)(ii) of this Agreement to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Off Transactions and Parent shall have received such private letter ruling, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith; provided, that to the extent (A) such private letter ruling cannot be obtained from the IRS under Rev. Proc. Notwithstanding the foregoing2021-3, 2021-1 I.R.B. 140 (as amended from time to time) (or from any other applicable Tax Authority under any analogous procedure of such Tax Authority) or (B) Parent determines in its sole and absolute discretion not to seek to obtain such private letter ruling, in lieu of such private letter ruling (1) SpinCo shall obtain Parent’s written consent (which may be withheld at Parent’s sole discretion) or (2) SpinCo shall provide Parent with respect an Unqualified Tax Opinion, in form and substance satisfactory to any action or transaction involving Parent in its sole and absolute discretion, exercised in good faith (and in determining whether an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spincoopinion is satisfactory, Parent may consider, among other factors, the Requesting Spinco shall be permitted to consummate such transaction appropriateness of any underlying assumptions and management’s representations if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies used as a basis for the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(dopinion), and Parent, after due diligence, is satisfied with the accuracy of such certification.

Permitted Transactions. 16.2.1 Notwithstanding anything to the contrary contained in this Section 16, the issuance or trading of stock registered under the Securities Exchange Act of 1934, as amended, shall not be deemed to result in an assignment hereunder, and shall not require the prior written consent of the Landlord. 16.2.2 Notwithstanding anything to the contrary contained in this Section 16, Tenant may assign its interest in this Lease or sublet any part of the Premises, without the prior written consent of Landlord, to (i) Anything any corporation or other entity into which or with which Tenant or its parent merges or consolidates; (ii) any parent, subsidiary, successor or affiliated corporation of Tenant or its parent; or (iii) any corporation or other entity which acquires all or substantially all of the assets or issued and outstanding shares of capital stock of Tenant or its parent; provided, in Sections 4(b)(iii) any and 4(b)(iv) each such instance, that any such assignee or successor shall agree in writing, in form and substance reasonably acceptable to Landlord, to assume and perform all of the contrary notwithstanding, terms and conditions of this Lease on Tenant's part to be performed. In the event of any transaction of a Spinco (type described in this Section 16.2.2 that involves a change in control or any member in the event of its Group) shall not be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iii) or 4(b)(iv), if such transaction, together with any other transaction or transactions previously permitted pursuant to this Section 4(c)(i), would not result in one or more Persons acquiringthat, directly or indirectly, Equity Securities representing involves a 10% or greater interestchange in control, and as to the Club's portion a change in use (even with Landlord's consent which is required), then the Base Monthly Rent immediately following such event shall be automatically increased, but not decreased, as of the effective date of such change by vote or valuean amount equal to fifty percent (50%) of the difference between the then current Base Monthly Rent and the Fair Market Rental Rate for the Premises (as defined above); provided, in such Spinco however, for the purpose of this calculation (or any successor theretoA) during the initial ten years of the Term the then current Base Monthly Rent for the Premises shall be deemed reduced by Six Thousand Six Hundred Sixty Seven Dollars ($6,667) per month and (B) for the Base Monthly Rent payable pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiatedSubsections 4.3.1, in whole or in part4.3.2, prior to) the first anniversary of the Distribution Date of such Spinco4.3.3, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(vi), during the Restriction Period, a Spinco (the “Requesting Spinco”) may (i) issue, sell, redeem or otherwise acquire (or cause a member of its respective Spinco Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of any member of its respective Spinco Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(iii) (determined after giving effect to Section 4(c)(i)), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)), (iii) sell or otherwise dispose of its assets or the assets of any member of its respective Spinco Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge itself or any member of its respective Spinco Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if 4.3.4 and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides Parent with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent in its sole and absolute discretion exercised in good faith (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (Z) the Requesting Spinco shall request that Parent obtain a private letter ruling (or4.3.5, if applicable, shall each increase, but not decrease, by the same percentage increase as the increase as a supplemental private letter ruling) in accordance with Section 4(d)(ii) result of the provision of this Agreement Subsection. As used in this Section 16.2.2, a transaction, or series of transactions, shall result in a "change in control" if, as a result of such transaction or series of transactions, there shall have been a change in the person or persons having the ultimate power, directly or indirectly and whether through the ownership of equity interests (whether limited partnership interests, limited liability company interests, stock, and/or any other interests), the ownership of debt instruments or by contract right, to direct the Tenant. 16.2.3 Notwithstanding anything to the effect that contrary contained in this Section 16, Tenant may sublet up to 25% of the Club portion of the Premises for ancillary uses typical to a Spectrum Club, in any such transaction will not affect instance without the Tax-Free Status prior written consent of Landlord, if (A) Tenant provides Landlord with a copy of any such sublease promptly upon written request, from time to time, by Landlord, (B) except for the economic terms of any such sublease, the terms and conditions of such sublease are consistent with the terms and conditions of this Lease and (C) any such subtenant agrees, in its sublease as regards itself and its sublease, to provide directly to Landlord, from time to time, the information specified in Sections 22.3 and 23.2. 16.2.4 Notwithstanding anything to the contrary contained in this Section 16, Tenant may sublease the Office Space portion of the Spin-Off-Related Transactions Premises for general office use, and Parent shall have received such private letter rulingno other use, in form and substance satisfactory any such instance without the prior written consent of Landlord but subject to Parent in its sole and absolute discretion, exercised in good faith. Notwithstanding the foregoing, with respect to any action or transaction involving an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spinco, the Requesting Spinco shall be permitted to consummate such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(d)any lender of Landlord, if (A) Tenant provides Landlord with a copy of any such sublease promptly when executed and Parentthereafter promptly upon written request, after due diligencefrom time to time, is satisfied by Landlord, (B) except for the economic terms of any such sublease, the terms and conditions of such sublease are consistent with the accuracy terms and conditions of this Lease, (C) any such subtenant agrees, in its sublease as regards itself and its sublease, to provide directly to Landlord, from time to time, the information specified in Sections 22.3 and 23.2 and (D) the economic terms and conditions of any such sublease, when taken as a whole, are no more favorable to such subtenant than market conditions for comparable office space in Thousand Oaks, California at the time of such certificationsublease.

Permitted Transactions. (i) Anything The restrictions contained in Sections 4(b)(iiiSection 6(a) of this Agreement shall immediately and 4(b)(ivautomatically be suspended upon the occurrence and during the continuation of any of the following events and/or the completion of any competing proposal of a shareholder, unless the relevant event occurs with the consent or approval of NAC's Board of Directors: (i) to the contrary notwithstanding, filing with the SEC of a Spinco Schedule 13D (or any successor filing) by any Person or group outside the Shareholder Group indicating that such Person or group has acquired more than 15% of the outstanding shares of Common Stock, which Schedule 13D expresses the filing party's intention to assume control of NAC, whether by tender offer, merger, proxy contest or otherwise; (ii) the commencement of a tender offer by any Person or group outside the Shareholder Group to acquire 15% or more of the outstanding shares of Common Stock; (iii) the solicitation of proxies by any Person (other than NAC or a member of its the Shareholder Group) to which Rules 14a-3 to 14a-15 under the Exchange Act (or any successor rules) applies that is intended to effect a change in the majority of members of NAC's Board of Directors or . (ii) Section 6(a) hereof shall not prohibit transfers between members of the Shareholder Group or to their affiliates or Family Members, provided that each such transferee who has not previously executed this Agreement shall have agreed in writing, in form and substance reasonably acceptable to NAC and delivered to NAC, to be prohibited from entering into or consummating a transaction otherwise prohibited solely by Section 4(b)(iiibound hereby. (iii) or 4(b)(iv)Notwithstanding anything contained herein to the contrary, if such transactionin the event the Reading Settlement is terminated, together with any other transaction or transactions previously permitted than pursuant to this Section 4(c)(i), would not result 10(b)(i) thereof on account of the Stockholders (as defined in one or more Persons acquiringthe Reading Settlement) collectively owning, directly or indirectly, Equity Securities representing a beneficially or of record, together with all Affiliates (as defined in the Reading Settlement) of such Stockholders, in the aggregate, less than 10% or greater interest, by vote or value, of NAC's then issued and outstanding Company Voting Stock (as defined in such Spinco (or any successor thereto) pursuant to one or more transactions that have not been approved by Parent pursuant to Section 4(c)(ii). In the event the transaction at issue is a redemption or purchase of Equity Securities of a Spinco by such Spinco or a member of its Spinco Group prior to (or pursuant to an agreement or arrangement negotiated, in whole or in part, prior to) the first anniversary of the Distribution Date of such Spinco, such transaction shall be permitted only if it also satisfies the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30. (ii) Notwithstanding the restrictions otherwise imposed by Sections 4(b)(iii) through 4(b)(viReading Settlement), during the Restriction Period, a Spinco (the “Requesting Spinco”) may (i) issue, sell, redeem or otherwise acquire (or cause a member of its respective Spinco Group to issue, sell, redeem or otherwise acquire) its own Equity Securities or Equity Securities of any member of its respective Spinco Group in a transaction that would otherwise breach the covenant set forth restriction contained in Section 4(b)(iii6(a) (determined after giving effect to Section 4(c)(i)), (ii) approve, participate in, support or otherwise permit a proposed business combination or transaction that would otherwise breach the covenant set forth in Section 4(b)(iv) (determined after giving effect to Section 4(c)(i)), (iii) sell or otherwise dispose of its assets or the assets of any member of its respective Spinco Group in a transaction that would otherwise breach the covenant set forth in Section 4(b)(v), or (iv) merge itself or any member of its respective Spinco Group with another entity without regard to which party is the surviving entity in a transaction that would otherwise breach the covenant set forth in Section 4(b)(vi), if shall terminate and only if such transaction would not violate Section 4(b)(i) or Section 4(b)(ii) and prior to entering into any agreement contemplating a transaction described in clauses (i), (ii), (iii) or (iv) of this Section 4(c)(ii), and prior to consummating any such transaction: (X) the Requesting Spinco obtains Parent’s written consent (which may no longer be withheld in Parent’s sole discretion), (Y) the Requesting Spinco provides Parent with an Unqualified Tax Opinion (or, subject to Section 4(d)(iii), a private letter ruling), in each case, in form and substance satisfactory to Parent in its sole and absolute discretion exercised in good faith (and in determining whether an opinion or ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion or supplemental ruling), or (Z) the Requesting Spinco shall request that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) in accordance with Section 4(d)(ii) of this Agreement to the effect that such transaction will not affect the Tax-Free Status of binding upon any of the Spin-Off-Related Transactions and Parent shall have received such private letter ruling, in form and substance satisfactory to Parent in its sole and absolute discretion, exercised in good faith. Notwithstanding the foregoing, with respect to any action or transaction involving an acquisition of the Requesting Spinco’s stock entered into at least 18 months after the Distribution Date of the Requesting Spinco, the Requesting Spinco shall be permitted to consummate such transaction if it delivers an unconditional officer’s certificate establishing facts evidencing that such acquisition satisfies the requirements of Safe Harbor III in Treasury Regulation Section 1.355-7(d), and Parent, after due diligence, is satisfied with the accuracy of such certificationparties hereto.