Foreign Tax Restructuring definition

Foreign Tax Restructuring means a series of transactions by which the Company’s indirect ownership of certain of its current Foreign Subsidiaries is restructured and pursuant to which, among other things, (a) Greif Spain Holdings, SL will cease to be the first- tier Foreign Subsidiary owned by U.S. Holdco and (b) another Foreign Subsidiary will become the first-tier Foreign Subsidiary owned directly or indirectly by the Company.
Sample 1
Foreign Tax Restructuring means a series of transactions by which the Company’s indirect ownership of certain of its current Foreign Subsidiaries is restructured and pursuant to which, among other things, (a) Greif Spain Holdings, SL will cease to be the first-tier Foreign Subsidiary owned by U.S. Holdco and (b) another Foreign Subsidiary will become the first-tier Foreign Subsidiary owned directly or indirectly by the Company.
Sample 1
Foreign Tax Restructuring means a series of transactions by which the Company’s indirect ownership of its current first-tier and second-tier Foreign Subsidiaries is restructured. It is currently anticipated that the following series of transactions will take place, with such changes that are not material or that are not objected to by the Administrative Agent: U.S. Holdco will form a new Delaware limited liability company (“New LLC”) and will own 100% of the Equity Interests therein. U.S. Holdco, as the 99% limited partner, and the New LLC, as the 1% general partner, will form a new limited partnership under the laws of The Netherlands (“New CV”), which will file a Form 8832 to elect corporate status (from inception) for U.S. tax purposes. The New CV will, in turn, form a new Netherlands BV (“New BV”). GUSH will contribute 100% of the Equity Interests in Greif Spain Holdings, SL (“GSH”) into the New CV. The New CV will sell GSH to the New BV in exchange for consideration, and GSH will sell the Equity Interests in Greif International Holding to the New BV for consideration or otherwise distribute the Equity Interests in Greif International Holding to New BV. It is currently anticipated that GSH will be liquidated in connection with the Foreign Tax Restructuring.
Sample 1

Examples of Foreign Tax Restructuring in a sentence

  • Prior to the Restructuring Effective Date, U.S. Holdco shall at all times hold 100% of the Equity Interests of GSH, except in connection with the Foreign Tax Restructuring, which shall at all times hold 100% of the Equity Interests of Greif International Holding.


More Definitions of Foreign Tax Restructuring

Foreign Tax Restructuring means a series of transactions by which the Company’s indirect ownership of its current first-tier and second-tier Foreign Subsidiaries is restructured. It is currently anticipated that the following series of transactions will take place, with such changes that are not material or that are not objected to by the Administrative Agent: U.S. Holdco will form a new Delaware limited liability company (“ New LLC ”) and will own 100% of the Equity Interests therein. U.S. Holdco, as the 99% limited partner, and the New LLC, as the
Sample 1

Related to Foreign Tax Restructuring

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).

  • foreign tax means any Foreign Income Taxes or Foreign Other Taxes.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Restructuring has the meaning set forth in the Recitals.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Permitted Restructuring means the completion of: (a) an offer made by, or on behalf of, an Eligible Company to all (or as nearly as may be practicable all) of the shareholders of the Issuer (or, if the Issuer is not then the Ultimate Owner, to the shareholders of the then Ultimate Owner) to acquire the whole (or as nearly as may be practicable the whole) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued ordinary share capital) other than those already held by or on behalf of such Eligible Company; or (b) a reorganisation or restructuring whether by way of a scheme of arrangement or otherwise pursuant to which an Eligible Company acquires all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or, if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued share capital) other than those already held by such Eligible Company or pursuant to which all (or as nearly as may be practicable all) of the issued ordinary share capital of the Issuer (or if the Issuer is not then the Ultimate Owner, the then Ultimate Owner’s issued capital) not held by the New Holding Company is cancelled;

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Agreement combined tax rate means the sum of the tax rates:

  • Production Tax Credit or “PTC” means the tax credit for electricity produced from certain renewable generation resources described in Section 45 of the Internal Revenue Code of 1986, as it may be amended or supplemented from time to time.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Income Tax Act means the Income Tax Act, 1962 (Act No. 58 of 1962);

  • Change in Tax Classification has the meaning set forth in Section 5.2(h).

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated February 21, 2006 as supplemented by the prospectus supplement dated February 23, 2006, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.