351 Transaction definition
Examples of 351 Transaction in a sentence
Upon the occurrence of an IPO or a Section 351 Transaction, the Company shall return to the record holders thereof any certificates representing Vested Units, together with unit powers previously delivered by Executive.
The parties further agree that they will continue to report the Section 351 Transaction as one that so qualifies under Section 351 of the Code notwithstanding any contrary communication from the Internal Revenue Service and, each party will defend such qualification in an audit, tax review or tax-litigation challenging such qualification.
Upon the occurrence of an IPO or a Section 351 Transaction, the Company shall return to the record holders thereof any certificates representing the Units, together with unit powers previously delivered by Investor.
Prior to Transferring any Company Units (other than pursuant to a Public Sale, a Sale of the Company or a Section 351 Transaction) to any Person, the transferring holder of Company Units shall cause the prospective transferee to be bound by this Agreement and to execute and deliver to the Company and the other Unitholders a counterpart of or joinder to this Agreement.
If the Trott Owners and the Company pursue a tax-deferred exchange through a 351 Transaction, the Company and Pubco shall offer to allow other holders of Units to participate in such 351 Transaction on equivalent terms.
Prior to the Transfer of any Executive Units (other than pursuant to a Public Sale or a Sale of the Company or in a Section 351 Transaction) to any Person, the Transferring holder of Executive Units subject to this Agreement shall cause the prospective Transferee to be bound by this Agreement and to execute and deliver to the Company and the other unitholders a counterpart of or joinder to the LLC Agreement as a condition to the effectiveness of such Transfer.
This voting stock will be allocated among the Limited Partners in accordance with their respective Percentage Interests at the time of the Section 351 Transaction.
In the Section 351 Transaction, the Corporation shall issue its stock to the Members in accordance with their respective Units, without regard to class.
In any S Corporation Reorganization or Section 351 Transaction, the shareholders of each S Corporation shall receive the number of shares of Class A Common Stock of the Company that the applicable S Corporation would be entitled to receive if it redeemed all of its Holdings units held immediately prior to transaction for Class A Common Stock pursuant to the Holdings LLC Agreement.
The holders of Executive Units shall not Transfer any interest in any Executive Units, except pursuant to (i) a Public Sale (following an IPO), (ii) a Sale of the Company or in connection with a Section 351 Transaction, (iii) the provisions of Section 3 above or (iv) the provisions of Section 4(b) below.