Tax Receivable Agreements. For so long as the TrueBridge Members (as defined in the Buyer LLC Agreement) hold at least twenty-five percent (25%) of the equity acquired by the Sellers at Closing (including any other securities, equity or stock into which that equity is converted, exchanged or similar), the Buyer Group agrees that it shall not, and shall cause
Tax Receivable Agreements. (a) LOS Inc. and each TRA Party will enter into a Tax Receivable Agreement in the form attached hereto as Exhibit 2.15(a), pursuant to which the TRA Parties will receive certain rights pursuant thereto, as provided therein.
Tax Receivable Agreements. Other than as set forth on Schedule C , as of the date hereof, neither Buyer Opco, NPC nor any of their respective Subsidiaries or Affiliates is a party to any agreement pursuant to which any such entities is obligated to make payments to another party to such agreement, the amount of which is determined based on certain Tax benefits available to such entities.
Tax Receivable Agreements. Parent shall cause the Surviving Corporation to enter into and deliver duly executed copies of the amended and restated tax receivable agreements in the forms attached hereto on Schedule D (collectively, the “Amended Tax Receivable Agreements”) to each of the counterparties thereto immediately prior to the Closing. H&F shall cause H&F ITR Holdco, L.P. to enter into and deliver duly executed copies of any such Amended Tax Receivable Agreements to which it is contemplated to be a party to each of the counterparties thereto at Closing. Blackstone shall cause Beagle Parent LLC or its assignee to enter into and deliver duly executed copies of any such Amended Tax Receivable Agreements to which it is contemplated to be a party to each of the counterparties thereto at Closing. H&F and Blackstone together shall cause GA-H&F ITR Holdco, L.P. to enter into and deliver duly executed copies of any such Amended Tax Receivable Agreements to which it is contemplated to be a party to each of the counterparties thereto at Closing.
Tax Receivable Agreements. Prior to the consummation of the offering, Vantiv, Inc. will enter into four tax receivable agreements with our existing investors. One tax receivable agreement will provide for the payment by us to the Fifth Third investors of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that we actually realize as a result of the increases in tax basis that may result from the purchase of Vantiv Holding units from the Fifth Third investors, if any, or from the future exchange of units by the Fifth Third investors for cash or shares of our Class A common stock, as well as the tax benefits attributable to payments made under such tax receivable agreement. Any actual increase in tax basis, as well as the amount and timing of any payments under the agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the extent to which such exchanges are taxable, and the amount and timing of our income. The second of these tax receivable agreements will provide for the payment by us to Advent of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that we actually realize as a result of our use of our tax attributes in existence prior to the effective date of this initial public offering, as well as the tax benefits attributable to payments made under such tax receivable agreement. The third of these tax receivable agreements will provide for the payment by us to our existing investors of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that NPC actually realizes as a result of its use of its NOLs and other tax attributes, as well as the tax benefits attributable to payments made under such tax receivable agreement, with any such payment being paid to Advent, the Fifth Third investors and JPDN according to their respective ownership interests in Vantiv Holding immediately prior to the reorganization transactions. The fourth of these tax receivable agreements will provide for the payment to JPDN of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income tax that we actually realize as a result in the increase of tax basis that may result from the Vantiv Holding units exchanged for our Class A common stock by JPDN, as well as the tax benefits attributable to payments made under such tax receivable agreeme...
Tax Receivable Agreements. The Tax Receivable Agreements shall have been terminated without any cost to the Company, Parent or any of their respective Subsidiaries.
Tax Receivable Agreements. In the event that the Board of Directors of the Company approves, and the Company (or any Company Offeror) puts in place, a “tax receivable agreement” or similar agreement (“TRA”) as part of any IPO that is structured as an “Up-C” or similar structure, the Holder shall be permitted to participate in such TRA in substantially the same manner as the Baupost Investors, mutatis mutandis.
Tax Receivable Agreements. Take any action outside of the ordinary course of business that would reasonably be expected to have the effect of requiring the application of one or more Valuation Assumptions (as defined in one or more Tax Receivable Agreements) in determining the Company’s obligations under any such Tax Receivable Agreement, or take any action outside of the ordinary course of business with the intention of otherwise increasing, accelerating or fixing the Company’s liability under any such Tax Receivable Agreement, or fail to satisfy the material obligations imposed on the Company pursuant to the terms of the Tax Receivable Agreements.
Tax Receivable Agreements. On or prior to the Closing Date, the Company agrees to enter into amendments to (i) the Tax Receivable Agreement (Exchanges), dated as of August 17, 2009, by and among the Company and the other Persons party thereto, and (ii) the Tax Receivable Agreement (Reorganizations), dated as of August 17, 2009, by and among the Company and the other Persons party thereto, substantially in the forms attached as Exhibit D to the Interim Investors Agreement.
Tax Receivable Agreements. As of any Closing and in any event no later than five (5) Business Days after the applicable Closing Date, STEP and CH shall enter into one or more Tax Receivable Agreements (collectively, the “TRA”) substantially in the form(s) attached as Schedule G.
