Fifty-Percent or Greater Interest definition

Fifty-Percent or Greater Interest shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.
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Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations thereunder.
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Fifty-Percent or Greater Interest has the meaning ascribed to “50-percent or greater interest” in Sections 355(d) and 355(e) of the Code.
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Examples of Fifty-Percent or Greater Interest in a sentence

  • To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in Ameriprise, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code.

  • SpinCo hereby represents and warrants that, to the best knowledge of SpinCo, after due inquiry, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in SpinCo or any successor to SpinCo.

  • To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in SNI, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code.

  • Spinco hereby represents and warrants that, to the best knowledge of Spinco, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Spinco or any successor to Spinco.

  • Horizon hereby represents and warrants that, to the best knowledge of Horizon, after due inquiry, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Horizon or any successor to Horizon.

  • For purposes of calculating the Fifty-Percent or Greater Interest, the interest of such Persons shall be taken into account only to the extent that the percentage of stock owned directly or indirectly in the surviving corporation by each person owning stock in uBid immediately before the transaction does not decrease.

  • To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in Scripps Spinco, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code.

  • SpinCo hereby represents and warrants that, to the knowledge of SpinCo and the SpinCo Group's management, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in SpinCo or any successor to SpinCo.

  • Accordingly, the proposed regulations add a rule to clarify that §1.1502- 31 governs the determination of basis in all cases to which it applies, even those that also qualify as triangular reorganizations.

  • A building type that accommodates one dwelling unit on an individual lot with yards on all sides.


More Definitions of Fifty-Percent or Greater Interest

Fifty-Percent or Greater Interest means Beneficial Ownership of 50% or more (by value or by voting power) of the Equity Securities of the Corporation.
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Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code, which generally means stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of stock.
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Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. “Five-Year Houston UK Tax NOLs Utilization Amount” means the excess, if any, of the Adjusted Houston UK Tax NOLs Amount over the Combined Five-Year Look UK Tax NOLs Amount. “Five-Year Houston UK Tax NOLs Utilization Amount Payment” means the Five-Year Houston UK Tax NOLs Utilization Amount multiplied by the average United Kingdom statutory corporate Income Tax rate over the five-year period ending on the close of the fifth (5th) full taxable year for United Kingdom Income Tax purposes following the Distribution Date.
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Fifty-Percent or Greater Interest has the meaning ascribed to such term for pur- poses of Sections 355(d) and (e) of the Code and the Treasury Regulations Thereunder. “Filing Date” has the meaning set forth in Section 6.04(d). “Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Tax Period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the tax- payer, or by a comparable form under the Laws of a State, local or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of Law) the right of the tax- payer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a deci- sion, judgment, decree or other order by a court of competent jurisdiction, which has become fi- nal and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the Laws of a State, local or foreign taxing jurisdiction; (d) by any allowance of a Refund in respect of an overpayment of Tax, but
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Fifty-Percent or Greater Interest has the meaning provided in section 355(d)(4) of the Code, provided that the aggregation rules of section 355(d)(7) of the Code shall apply for this purpose, and further provided that section 318(a)(2) of the Code shall apply but without regard to the phrase "50 percent or more in value" in section 318(a)(2)(C). Notwithstanding the foregoing, if (i) a Person acquires stock in Ascent by reason of holding stock in COMSAT, and (ii) such Person did not acquire stock in COMSAT pursuant to a plan (or series of related transactions) pursuant to which such Person acquired stock representing a Fifty-Percent or Greater Interest in COMSAT, Ascent, or any successor to either COMSAT or Ascent, the acquisition in clause (i) shall not be taken into account for purposes of determining whether a Person acquired stock representing a Fifty-Percent or Greater Interest in COMSAT, Ascent, or any successor to either COMSAT or Ascent.
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Related to Fifty-Percent or Greater Interest

  • Percent or "percentage" means the percentage by weight.

  • Five Percent Owner means an Employee who, with respect to a Participating Company, is described in section 423(b)(3) of the Code.

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Maximum Percentage means 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class of Equity Interests in the Company that is registered under the Exchange Act (excluding any Equity Interests deemed beneficially owned by virtue of this Warrant or the Note), then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Cash Percentage shall have the meaning specified in Section 14.02(a)(iii).

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • Market Value per Share means, as of any particular date, the closing price of a Common Share as reported for that date on the New York Stock Exchange or, if the Common Shares are not then listed on the New York Stock Exchange, on any other national securities exchange on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

  • Book Value Per Share is the Bank’s equity capital (excluding FAS 115 and FAS 158 adjustment and Extraordinary Items) at the end of the Plan Year divided by the Plan’s number of Phantom shares of one million three hundred sixty thousand (1,360,000). The following Section 3.2(d) shall be added to the Agreement immediately following Section 3.2(c):

  • Minimum Percentage means 3% of the number of outstanding shares of common stock of the Corporation as provided in the most recent 1934 Act filing made by the Corporation with the SEC immediately prior to the submission of the Nomination Notice.

  • Net Asset Value per Unit means the Net Asset Value of a Fund divided by the number of Units of a Fund outstanding on the date of calculation.

  • Strike Percentage means 100%

  • Threshold Percentage means 15%.

  • Section 16 Percentage as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

  • Premium Percentage As defined in the Insurance Agreement.

  • Five-Percent Shareholder means a Person or group of Persons that is identified as a “5-percent shareholder” of the Corporation pursuant to Treasury Regulation § 1.382-2T(g).

  • Dilution Percent the percent, determined for Borrowers’ most recent Fiscal Quarter, equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts, divided by (b) gross sales.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Retained Percentage means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

  • Adjusted Investor Interest means, with respect to any date of determination, an amount equal to the sum of (a) the Class A Adjusted Investor Interest and (b) the Class B Adjusted Investor Interest and (c) the Collateral Interest Adjusted Amount.

  • FR Value means, in respect of a ST FR Valuation Date, Worst Value.