Internal Distribution definition

Internal Distribution has the meaning set forth in the recitals.

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Internal Distribution means any transaction (or series of transactions) effected as part of the Transactions (other than the Contribution and the Distribution) that is intended to qualify as a tax-free transaction under Section 355 and/or Section 368(a)(1)(D) of the Code, as described in the Tax Materials.

Internal Distribution shall have the meaning set forth in the preamble hereof.

Examples of Internal Distribution in a sentence

• For the avoidance of doubt, in the event that (x) Section 336(e) applies to the Distribution and (y) neither Section 355(c) nor Section 361(c) applies to the Internal Distribution, Parent shall be permitted to make an election under Treasury Regulation Section 1.1502-13(f)(5)(ii) in accordance with Treasury Regulation Section 1.1502-13(f)(5)(ii)(E) and specifying Treasury Regulation Section 1.1502-13(f)(5)(ii)(C) as the basis for relief.

• Notwithstanding anything to the contrary herein, PNX shall bear any and all stamp, duty, transfer, sales and use or similar Taxes incurred in connection with the Distribution and Internal Distribution.

• EPC hereby covenants and agrees to take such actions as directed by Parent pursuant to this Agreement (including the Separation Step Plan) in furtherance of the Separation, including effecting the First Contribution, the Internal Distribution and the other actions and transactions to be taken by it, in each case, in accordance with the Separation Step Plan.

• Duke Energy agrees that it will not take (and it will cause the Duke Energy Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of Internal Contribution 1, Internal Distribution 1, Internal Contribution 2, Internal Distribution 2, Internal Contribution 3, Internal Distribution 3, the Contribution or the Distribution as transactions in which no income, gain, or loss is recognized pursuant to section 355 of the Code.

• RemainCo shall have received an opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to RemainCo, substantially to the effect that, for U.S. federal income tax purposes (i) the Internal Distribution should qualify under Sections 355 and 368(a)(1)(D) of the Code and (ii) the External Distribution should qualify under Sections 355 and 368(a)(1)(D) of the Code.

More Definitions of Internal Distribution

Internal Distribution has the meaning set forth in the recitals to the Agreement.

Internal Distribution has the meaning set forth on Schedule I.

Internal Distribution means the distribution by ▇▇▇▇▇ ▇▇▇▇ to ▇▇▇▇▇, in its capacity as the sole shareholder of ▇▇▇▇▇ ▇▇▇▇, of all the outstanding GCP Shares.

Internal Distribution means any distribution of shares that is a part of the Internal Reorganization and that is contemplated in the Reorganization Step Plan to constitute a distribution to which Section 355 of the Code applies.

Internal Distribution means the internal distributions of all DevCo OP Units held by SpinCo and SpinCo OP GP to DevCo immediately following the DevCo OP Distribution.

Internal Distribution means any transaction (or series of transactions) effected as part of the Internal Reorganization that is intended to qualify as a tax-free transaction under Section 355 and/or Section 368(a)(1)(D) of the Code. Each Internal Distribution, including the Ultra Subsidiaries that were a party thereto and the Ultra Subsidiaries and Delta Subsidiaries the stock of which was distributed therein, has been listed by Delta on Schedule II.

Internal Distribution has the meaning set forth in Section 3.1(e).