No Publicly Traded Partnership Sample Clauses

No Publicly Traded Partnership. Notwithstanding anything in this Agreement to the contrary, no Transfer of a Membership Interest may be made if in the reasonable determination of the Tax Matters Partner such Transfer would result in the Company being treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.
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No Publicly Traded Partnership. Notwithstanding any provision to the contrary in this Agreement or any PIPR Agreement, no exchange pursuant to this Section 7.03 shall be permitted (and, if attempted, shall be null and of no effect) if the Company determines, in the sole discretion of the Managing Members, that such exchange would pose a material risk that the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code. In the event the Company makes such a determination, an exchange pursuant to Section 7.03(a) shall be permitted upon the next redemption date selected by the Company that would not pose such a risk. Notwithstanding anything to the contrary herein, the Managing Members, in their sole discretion, shall be permitted to establish procedures that they determine are necessary or appropriate to ensure that the Company will not be treated as a “publicly traded partnership” or as an association taxable as a corporation for U.S. Federal income tax purposes.
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No Publicly Traded Partnership. Notwithstanding the foregoing, without the prior consent of the Board of Supervisors, no Partner shall Dispose of all or any part of its Partnership Interest in such a manner that, after the Disposition, the Partnership would become taxable as a corporation for U.S. federal income tax purposes.
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No Publicly Traded Partnership. The Board is expressly authorized to take any and all action necessary to prevent the Company from being treated as a publicly traded partnership within the meaning of Section 7704 of the Code. To ensure that interests in the Company are not traded on an established securities market within the meaning of Section 1.7704-1(b) of the Treasury Regulations or readily tradable on a secondary market or the substantial equivalent thereof within the meaning of Section 1.7704-1(c) of the Treasury Regulations, notwithstanding any other provision of this Agreement to the contrary: (i) the Company shall not participate in the establishment of a market or the inclusion of its interests thereon, and (ii) the Company shall not recognize any transfer made on any market by (A) redeeming the transferor Member (in the case of a redemption or repurchase by the Company) or (B) admitting the transferee as a Member or otherwise recognizing any rights of the transferee, such as a right of the transferee to receive Company distributions (directly or indirectly) or to acquire an interest in the capital or profits of the Company.
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No Publicly Traded Partnership. It shall take all actions necessary to prevent itself from being taxed as a publicly traded partnership under Section 7704 of the Internal Revenue Code.
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No Publicly Traded Partnership. It shall not take or permit any actions which will cause any of them, or the Operating Partnership or the Property Company, to be taxed as a publicly traded partnership under Section 7704 of the Internal Revenue Code.
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Related to No Publicly Traded Partnership

  • Disregarded Entity For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

  • S Corporation The Company has not made an election to be taxed as an "S" corporation under Section 1362(a) of the Code.

  • PFIC Neither the Company nor any Subsidiary is or intends to become a “passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.

  • Exchange-Traded Funds BlackRock ETF Trust All Series BlackRock ETF Trust II All Series iShares Trust All Series iShares, Inc. All Series iShares U.S. ETF Trust All Series This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the “Ineligible Funds”) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the “Enumerated Funds”), along with related requirements (the “12d1-4 List”), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at xxxxx://xxx.xxxxxxx.xxx/us/literature/shareholder-letters/blackrock-12d1-4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time. SCHEDULE C Notices to Acquiring Funds: Compliance Department Transamerica Asset Management, Inc. 1801 California St. Denver, CO 80202 Email: xxxxxxxxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx Legal Department Transamerica Asset Management, Inc. 1801 California St. Denver, CO 80202 Email: XXXXxxxxXxxxxxx@xxxxxxxxxxxx.xxx EXHIBIT A Form of Officer’s Certificate I, [ ], the duly elected and qualified officer of [ ], hereby certify in my capacity as such officer pursuant to Section 6(a) of that certain Fund of Funds Investment Agreement dated [ ] by and between each registered open-end investment company (each, a “Registrant”) on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto (the “Investment Agreement”) that during the preceding calendar year each Acquired Fund complied with all applicable terms and conditions of the Rule (except as otherwise permitted by relief or guidance issued by the Securities and Exchange Commission or its staff) and the Investment Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings as defined in the Investment Agreement.

  • Investment Company Act; Public Utility Holding Company Act Neither the Borrower nor any Subsidiary is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Actively Traded Security The Common Stock is an “actively traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.

  • Public Utility Holding Company Act Neither the Borrower nor any Subsidiary is a "holding company" or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Margin Regulations; Investment Company Act; Public Utility Holding Company Act (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

  • Investment Company Act, Etc Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

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