D Reorganization definition

D Reorganization means a transaction qualifying as a reorganization under Section 368(a)(1)(D) of the Code.
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Examples of D Reorganization in a sentence

  • In pursuance of the D Reorganization, it is intended by the parties that any payments made by the Company to LIC and/or Liberty LLC pursuant to this Agreement will either be (i) distributed or transferred by LIC and/or Liberty LLC to their respective creditors or (ii) used to repurchase stock of LIC.

  • Accordingly, we recommend that Treasury guidance define the Reorganization Exception to cover all section 355 transactions, including Split-Offs, whether or not technically part of a divisive D Reorganization.

  • Note: Regulations do not apply unless transaction is Reorganization.Cash D Reorganization Basis: $700 $1,000 U.S.Parent CFC2(E&P: $100)Cash/CFC1 Note CFC2 StockU.S. Subsidiary sells CFC2 to CFC1 for cash or a note.

  • B296 2019 Volume B — Chapter 5: S Corporation Issues Type D Reorganization TransactionsWhen the statutory and nonstatutory requirements of §355 are met, a type D divisive reorganization is provided tax- free treatment.

  • For their part, the Rwandese authorities rendered assistance to the Group during its visit to Kigali.

  • There is no plan or intention to liquidate either FSub 7 or FSub 32, to merge either corporation with any other corporation, or to sell or otherwise dispose of the assets of either corporation after the Country D Distribution, except for the Country D Reorganization, or dispositions in the ordinary course of business.

  • In either case, Daisytek has agreed to bear the reasonable costs and expenses of obtaining the IRS ruling or tax opinion, unless it is determined that the Company's proposed action will jeopardize the tax-free status of the spin-off or the qualification of the Contribution as a D Reorganization, in which event the Company will be responsible for such costs and expenses.

  • D Re-organization and Professionalization of the Protection Authorities The landscape of protection authorities under the former law was highly diverse and complex (cantons being competent to decide on their organisation, composition and structure): mostly judicial civil courts in the French-speaking part of the country and administrative bodies in the German-speaking one.

  • Daisytek intends the transfer of assets and liabilities from Daisytek to the Company as provided by the master separation agreement (the "Contribution") to qualify as a reorganization under Section 368(a)(1)(D) of the Code (a "D Reorganization").

  • The Company has also agreed to take any reasonable actions necessary for the Contribution and the spin-off to qualify as a D Reorganization.

Related to D Reorganization

  • Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

  • Corporate Reorganization means any change in the legal existence of any Obligor (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Mergers has the meaning set forth in the Recitals.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • Business Combination Transaction means:

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received by a Group Member.

  • Business Combination means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

  • Dividend Reinvestment Acquisition means an acquisition of Voting Shares pursuant to a Dividend Reinvestment Plan;

  • Company Merger has the meaning set forth in the recitals hereto.