Continuity of Proprietary Interest Sample Clauses

Continuity of Proprietary Interest. The requirement that the original owners retain a continuing interest in the reorganized corporation in order to have a tax-free reorganization, arose, much like the requirement for the presence of a business purpose, as a result of the judicial efforts to confine the reorganization provisions to their proper function, and to eliminate any disguised sales. Reg. §1.368-1(e)(1)(i). Because the statutory definition of the Merger does not include any requirement as to the type or extent of consideration received, it is necessary to look at a number of cases to determine the requirements. The Supreme Court has held that the acquisition of substantially all the properties of one corporation by another in exchange for cash and short term promissory notes did not satisfy the Continuity of Interest doctrine. Cortland Specialty Co. v. CIR, 60 F2d. 937 (2nd Cir.), cert. denied 288 US 599 (1932). Nor are short term purchase money notes adequate. Pinellas Ice & Cold Storage Co. v. CIR, 287 US 462 (1933). The Supreme Court in Helvering v. Minnesota Tea Co, 296 US 378 (1935), held that the seller must acquire a definite and material interest in the purchasing company, and that interest “must represent a substantial part of the value of the thing transferred.” Ibid p. 385-386. In Minnesota Tea the Supreme Court held that where fifty-six (56%) of the consideration was equity that is sufficient. Over the years, two distinct aspects of the Continuity of Interest requirement have evolved. The first is the qualitative nature of the consideration, which must be an equity interest, whether common or preferred stock. The second element is the relative amount of the equity interest received compared to the entire consideration received. B&E paragraphs 12.21 [1], [3]. The courts have consistently held that stock, whether common or preferred, voting or non-voting, is sufficient to satisfy the equity interest requirement. As to the quantitative side of the equation, the Supreme Court has held that thirty-eight percent (38%) non-voting preferred stock is sufficient Xxxx X. Xxxxxx Co. x. Xxxxxxxxx, 296 US 374 (1935). Even twenty-five percent (25%) of common stock is sufficient. Xxxxxx v. CIR, 84 F.2d 415 (6th Cir. 1936). However, the Internal Revenue Service (“IRS”) has adopted certain guidelines setting forth its requirements for advance rulings. Rev. Proc. 77-37, 1977-2 CB 568. The IRS will not rule favorably on a merger unless, among other things, the acquired corporation’s sharehol...
Sample 1
AutoNDA by SimpleDocs
Continuity of Proprietary Interest. The Stockholder will exchange in the Merger at least fifty percent (50%) of the value of Stockholder's proprietary interest in the Company for a proprietary interest in Expedia and not for consideration other than Expedia Common Shares. The Stockholder is not a "related person" with respect to Expedia or Company, within the meaning of Treas. Reg Section 1.368-1(e)(3). The Stockholder has no plan or intention to dispose of any Expedia Common Shares received in the Merger to Expedia or a person related to Expedia within the meaning of Treas. Reg. Section 1.368-1(e)(3).
Sample 1

Related to Continuity of Proprietary Interest

  • Protection of Proprietary Information The Seller has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the Seller or any Seller Product. Without limiting the generality of the foregoing, no portion of the source code for any software ever owned or developed by the Seller has been disclosed or licensed to any escrow agent or other Person.

  • Acknowledgment of Proprietary Interest Employee acknowledges the proprietary interest of Employer and its Affiliates in all Confidential Information (as defined below). Employee agrees that all Confidential Information learned by Employee during his employment with Employer or otherwise, whether developed by Employee alone or in conjunction with others or otherwise, is and shall remain the exclusive property of Employer. Employee further acknowledges and agrees that his disclosure of any Confidential Information will result in irreparable injury and damage to Employer.

  • Ownership of Proprietary Information The Consultant agrees that all information that has been created, discovered of developed by the Company, its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the “Affiliates”) (including, without limitation, information relating to the development of the Company’s business created, discovered, developed by the Company any of its affiliates during the term of this Agreement, and information relating to the Company’s customers, suppliers, advisors, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith, including, without limitation, the right to make application for statutory protection. All the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, improvements, inventions, product concepts, techniques, marketing plans, merger and acquisition targets, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications and information about the Company’s Affiliates, its employees and/or advisors (including, without limitation, the compensation, job responsibility and job performance of such employees and/or advisors). All original content, proprietary information, trademarks, copyrights, patents or other intellectual property created by the Consultant that does not include any specific information relative to the patents or other intellectual property created by the Consultant that does not include any specific information relative to the Company’s proprietary information, shall be the sole and exclusive property of the Consultant.

  • Continuity of Supply The Parties agree that promptly following the date of this Agreement, they shall meet and determine appropriate measures to qualify an additional manufacturing site. PRONOVA agrees to use commercially reasonable efforts to qualify an additional manufacturing site prior to the later of (a) one (1) year following the final FDA approval of the Product for the indication HTG or (b) one (1) year following PRONOVA’s receipt of the Registration(s) from Xxxxxx. The License restrictions set out in Section 2.1 with respect to PRONOVA shall not restrict PRONOVA from establishing additional manufacturing sites in Puerto Rico or other parts of the Territory (and PRONOVA shall provide RELIANT with reasonable advance written notice thereof).

  • Proprietary Interest The Buyer shall not, by virtue of anything contained in this Agreement (including, without limitation, any Predelivery Payments hereunder, or any designation or identification by the Seller of a particular aircraft as an Aircraft to which any of the provisions of this Agreement refers) acquire any proprietary, insurable or other interest whatsoever in any Aircraft before Delivery of and payment for such Aircraft, as provided in this Agreement.

  • Continuity of Business (a) Seller will maintain a disaster recovery plan in support of the services it performs pursuant to this Sale Supplement and each Deferred Servicing Agreement. Seller’s disaster recovery plan shall include, at a minimum, procedures for back-up/restoration of operating and loan administration computer systems; procedures and third-party agreements for replacement equipment (e.g. computer equipment), and procedures and third-party agreements for off-site production facilities. Seller will provide Purchaser information regarding its disaster recovery plan upon Purchaser’s reasonable request. Seller agrees to annually test its disaster recovery plan to ensure compliance with this Section 6.9. If such test results identify a material failure, Seller shall advise Purchaser of the steps Seller will be taking to remedy such failure and shall notify Purchaser when Seller has remedied such failure and retested. Seller will notify Purchaser anytime Seller’s disaster recovery plan is activated. In the event of an activation of the disaster recovery plan, Seller shall use best efforts to provide redundancy capabilities for a majority of the critical systems within 48 hours in at least one of Seller’s other servicing facilities unaffected by the disaster to ensure servicing of the Mortgage Loans will be re-established within such 48 hours.

  • Ownership of Proprietary Property The Manager retains ownership of and reserves all Intellectual Property Rights in the Proprietary Property. To the extent that Owner has or obtains any claim to any right, title or interest in the Proprietary Property, including without limitation in any suggestions, enhancements or contributions that Owner may provide regarding the Proprietary Property, Owner hereby assigns and transfers exclusively to the Manager all right, title and interest, including without limitation all Intellectual Property Rights, free and clear of any liens, encumbrances or licenses in favor of Owner or any other party, in and to the Proprietary Property. In addition, at the Manager’s expense, Owner will perform any acts that may be deemed desirable by the Manager to evidence more fully the transfer of ownership of right, title and interest in the Proprietary Property to the Manager, including but not limited to the execution of any instruments or documents now or hereafter requested by the Manager to perfect, defend or confirm the assignment described herein, in a form determined by the Manager.

  • Nondisclosure:  Ownership of Proprietary Property a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter.

  • Continuity of Services If Insurance Company is subject to supervision, seizure, conservatorship or receivership, 1851 will continue to maintain any systems, programs or other infrastructure, notwithstanding such supervision, seizure, conservatorship or receivership of the Insurance Company, and will make them available to the receiver or superintendent as ordered or directed by the receiver or superintendent for so long as 1851 continues to receive timely payment for post-receivership services rendered, and unless released by the receiver, superintendent or supervising court.

  • Protection of Proprietary Rights 8.1 Acknowledgment of Proprietary Materials. Distributor hereby --------------------------------------- acknowledges that all Software, Documentation and technical support and training materials provided to Distributor by Xxxxxx.xxx (collectively, the "Materials") are protected by the copyright laws of the United States and other countries and that the Materials embody valuable confidential and trade secret information of Xxxxxx.xxx, the development of which required the expenditure of considerable time and money by Xxxxxx.xxx.

Time is Money Join Law Insider Premium to draft better contracts faster.