Publicly Traded Partnership Limitations Sample Clauses

Publicly Traded Partnership Limitations. Generally speaking, the Code provides that an organization which is a publicly traded partnership (“PTP”) will be treated as a corporation for tax purposes. Therefore, the Board will not permit a Transfer if the Transfer would cause the Company to be treated as a PTP. The Code and the Regulations provide that if a specified number of Units are Transferred in any Fiscal Year, the Company will be treated as a PTP (the “PTP Limitations”). The Code and the Regulations, however, do provide that certain types of Transfers which are not counted toward the PTP Limitations. Those exemptions are generally the following (collectively, the “Exemptions”): ● A Transfer in which the basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its basis in the hands of the transferor or is determined under Code Section 732. ● A Transfer at death, including transfers from an estate or testamentary trust. ● A Transfer between members of a family, with family defined to include brothers and sisters, whether by the whole or half blood, spouse, ancestors (parents and grandparents only), and lineal descendants. Note that uncles, aunts and relatives through marriage are not included in this definition of “family.” Therefore, a proposed Transfer where the transferees are joint tenants will not fit within this Exemption, unless both joint tenants are related by family as defined in the Regulation. ● A Transfer involving the issuance of Units by (or on behalf of) the Company in exchange for cash, property, or services. ● A Transfer involving distributions from a retirement plan qualified under Code Section 401(a) or an individual retirement account. ● One or more Transfers by a Member and any related persons (within the meaning of Code Sections 267(b) or 707(b)(1)) during any thirty calendar day period of Units aggregating more than 2 % of the total outstanding Units. ● A Transfer pursuant to a redemption or repurchase agreement exercisable only on (i) the Member’s death, disability or mental incompetence, or (ii) the retirement or termination of the performance of services by an individual who had actively participated in the Company’s management or performed services on a full-time basis for the Company. ● A Transfer pursuant to a closed end redemption plan (a plan in which (i) the Company only issues Units with the initial offering, and (ii) no Member or person related to any Member provides contemporaneous opportunities to acquire intere...
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Publicly Traded Partnership Limitations. Notwithstanding any other provision of this Agreement, no Transfer shall be permitted if (i) the Manager determines in its sole discretion that such transaction will either cause the LLC to be characterized as a “publicly traded partnership” or will materially increase the risk that the LLC will be so characterized or (ii) such Transfer would occur in a transaction registered or required to be registered under the Securities Act. For purposes of this Section 12.5, the phrase “publicly traded partnership” shall have the meanings set forth in Section 7704(b) and 469(k) of the Code. In particular and without limiting the foregoing, no Transfer shall be permitted, given effect or otherwise recognized, and such Transfer (or purported Transfer) shall, to the fullest extent permitted by law, be void ab initio, if at the time of such Transfer (or as a result of such Transfer) Units are (or would become) traded on an “established securities market” (within the meaning of Treasury Regulation Section 1.7704-1(b)) or are (or would become) “readily tradable on a secondary market or the equivalent thereof” (within the meaning of Treasury Regulation Section 1.7704-1(c)).
Sample 1Sample 2
Publicly Traded Partnership Limitations. Generally speaking, the Code provides that an organization which is a publicly-traded partnership (“PTP”) will be treated as a corporation for tax purposes. Therefore, the Board will not permit a Unit Transfer if it would cause SIRE to be treated as a PTP. The Code and the Regulations provide that if more than 2% of SIRE’s outstanding Securities are transferred in any calendar year, SIRE will be treated as a PTP (the “PTP Limitations”). The Code and the Regulations provide that some transfers are not counted toward the PTP Limitations, which are primarily the following (collectively, the “Exemptions”): ● A transfer in which the basis of the Security is in the hands of the transferee is determined, in whole or in part, by reference to its basis in the hands of the transferor or is determined under Code §732 (such as a distribution from an entity taxed as a partnership to the partners). ● A transfer at death, including transfers from an estate or testamentary trust. ● A transfer between members of a family, with family defined to include brothers and sisters, whether by the whole or half blood, spouse, ancestors (parents and grandparents only), and lineal descendants. Note that uncles, aunts and relatives through marriage are not included in this definition of “family.” Therefore, a proposed transfer where the transferees are joint tenants will not fit within this Exemption, unless both joint tenants are related by family as defined in the Regulation. ● A transfer involving the issuance of Securities by (or on behalf of) SIRE in exchange for cash, property, or services. ● A transfer involving distributions from a retirement plan qualified under Code §401(a) or an individual retirement account. ● One or more transfers by a Member and any related persons (within the meaning of Code §267(b) or §707(b)(1)) during any 30 calendar day period of Securities aggregating more than 2% of the total outstanding Securities. ● A transfer representing in aggregate 50% or more of the total Securities in one transaction or a series of related transactions. Generally speaking, the Board will not permit a Private Unit Transfer if it does not meet one of the Exemptions. Since the PTP Limitations apply on a calendar year basis, there may be instances where the Board may permit a Private Unit Transfer even if it does not meet one of the Exemptions, to the extent we otherwise fall within the PTP Limitations for that calendar year. For Private Unit Transfers, the Board reserves the ...
Sample 1

Related to Publicly Traded Partnership Limitations

  • 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.

  • 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.

  • 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.

  • Chargeback of Partner Nonrecourse Debt Minimum Gain Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • 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.

  • Excess Nonrecourse Liabilities Solely for purposes of determining a Member's share of the "excess nonrecourse liabilities" of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Members' interests in Company profits are in proportion to their Percentage Interests.

  • Partner Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Investment Company Act; JOBS Act Acquiror is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. Acquiror constitutes an “emerging growth company” within the meaning of the JOBS Act.

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

  • Non-U.S. Person Any person other than a “United States person” within the meaning of Section 7701(a)(30) of the Code.

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