Company Tax Returns means all Tax Returns required to be filed by the Company or any of the Subsidiaries (without regard to extensions of time permitted by law or otherwise).
Company Tax Returns means all Tax Returns filed or required to be filed by or with respect to any Company Tax.
Company Tax Returns has the meaning set forth in Section 4.9(a).
Examples of Company Tax Returns in a sentence
All such Company Tax Returns are (or, in the case of returns becoming due after the date hereof and before the Effective Time, will be) true and complete in all material respects.
All of the Company Tax Returns are (or, in the case of returns becoming due after the date hereof and on or before the Closing Date, will be) true and complete in all material respects.
No material penalties or other charges are or will become due with respect to any such Company Tax Returns as the result of the late filing thereof.
Such payments shall be made to the Parent on or prior to the date such payments (including estimated tax payments) would have been due to the Internal Revenue Service (or such other relevant Tax authority) if the Company and its subsidiaries were required to file Separate Company Tax Returns with such Tax authority.
Buyer and Seller shall report, act, and file Company Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with such Allocation Schedule prepared by Buyer.
More Definitions of Company Tax Returns
Company Tax Returns is defined in Section 2.11(d) to this Agreement.
Company Tax Returns has the meaning given in Section 7.6.
Company Tax Returns has the meaning ascribed thereto in Section 2.6(a).
Company Tax Returns has the meaning assigned to such term in Section 9.5(b)(i).
Company Tax Returns is defined in Section 2.11(d) to this Agreement. A "Company Triggering Event" shall be deemed to have occurred if there shall have been submitted to the Company a Company Acquisition Proposal and: (i) the Board of Directors of the Company shall have failed to make and include in the Registration Statement or the Proxy Statement, or shall have withdrawn, or modified in a manner adverse to Parent, the Recommendations; it being hereby acknowledged and understood that any position taken pursuant to Rule 14e-2(a)(2) under the Exhibit A-2 Exchange Act shall be deemed to constitute the withdrawal or modification in a manner adverse to the Parent, of the Recommendations by the Company's Board of Directors; (ii) the Board of Directors of the Company shall have publicly recommended any Company Acquisition Proposal or shall have publicly announced an intention or that it has resolved to do so, or the Company shall have entered into an agreement providing for a Company Acquisition Transaction; or (iii) the Company shall have materially breached its obligations under Section 4.3 of this Agreement.
Company Tax Returns means Tax Returns required to be filed by the Company or any of its Subsidiaries. For the avoidance of doubt, “Company Tax Returns” does not include U.S. federal income Tax Returns or any other Tax Return filed by a consolidated, unitary, combined or similar group of which Seller Parent or any of its Affiliates (other than any of the Company or its Subsidiaries) is the common parent.
Company Tax Returns is defined in Section 2.11(d) to this Agreement. A "Company Triggering Event" shall be deemed to have occurred if: (i) the Board of Directors of the Company shall have failed to recommend that the Company shareholders vote to adopt and approve this Agreement and the Plan of Merger, or shall have withdrawn or modified in a manner adverse to Parent or Merger Sub the Recommendations or shall otherwise have made a disclosure to the Company shareholders or a public announcement that makes it reasonably apparent that, absent the restriction contained in Section 4.3, the Board of Directors of the Company would so withdraw, modify or amend any of its Recommendations; (ii) the Company shall have failed to include the Recommendations in the Registration Statement or the Proxy Statement; (iii) the Board of Directors of the Company fails to reaffirm in writing the Recommendations, or fails to reaffirm in writing its determination that the Merger is in the best interests of the Company, within five (5) business days after Parent requests in writing that such recommendation or determination be reaffirmed; provided, that, the Board of Directors will only be required to reaffirm in writing such Recommendations or determinations on one (1) occasion in the absence of a Company Acquisition Proposal; (iv) the Board of Directors of the Company shall have approved, endorsed or recommended any Company Acquisition Proposal or shall have resolved or announced an intention to do so; (v) the Company shall have entered into any letter of intent or similar document or any Contract relating to any Company Acquisition Proposal; (vi) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall have recommended such offer or shall not have sent to its securityholders, within ten (10) business days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer, it being understood that taking no position or indicating its inability to take a position does not constitute recommending a rejection of such tender or exchange offer, (vii) a Company Acquisition Proposal is publicly announced, and the Company (A) fails to issue a press release announcing its opposition to such Company Acquisition Proposal within five business days after such Company Acquisition Proposal is announced or (B) otherwise fails to actively oppose such Company Acquisition Proposal, ...