Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.
Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.
Company Merger shall have the meaning given in the Recitals.
First Merger shall have the meaning given in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.
Bank Merger has the meaning set forth in Section 1.03.
Merger Sub Board means the board of directors of Merger Sub.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.
Closing Merger Consideration has the meaning set forth in Section 2.02
Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.
Merger Sub II has the meaning set forth in the Preamble.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Merger Sub 1 has the meaning set forth in the Preamble.
Certificate of Merger has the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub I has the meaning set forth in the Preamble.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.