Inversion Transaction definition

Inversion Transaction means any Merger Event (as such term is defined in Section 12.1(b) of the Equity Definitions without regard to any amendment to such definition in this Confirmation), reincorporation of Counterparty, corporate inversion of Counterparty or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, (y) the Counterparty following such Merger Event, reincorporation of Counterparty or corporate inversion of Counterparty is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia or (z) the Counterparty following such Merger Event, reincorporation of Counterparty, corporate inversion of Counterparty or similar transaction will not be a corporation.

Inversion Transaction means any Merger Event, reincorporation of Company, corporate inversion of Company or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, (y) the Company following such Merger Event, reincorporation of Company or corporate inversion of Company is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia or (z) the Company following such Merger Event, reincorporation of Company, corporate inversion of Company or similar transaction will not be a corporation.

Inversion Transaction means the transactions among the Parent Borrower and its subsidiaries (including the Original U.S. Borrower and its subsidiaries prior to such transactions) as described in the Inversion Documents.

Examples of Inversion Transaction in a sentence

• Counterparty shall not enter into or consummate any Inversion Transaction unless the successor Counterparty immediately following such Inversion Transaction repeats to Dealer immediately following such Inversion Transaction the representations and warranties set forth in Section 3(a) of the Agreement (as if references therein to (i) “execute” and “deliver” were replaced with “assume” and (ii) “execution, delivery” were replaced with “assumption”).

• Issuer shall not enter into or consummate any Inversion Transaction unless the successor Issuer immediately following such Inversion Transaction repeats to Dealer immediately following such Inversion Transaction the representations and warranties set forth in Section 3(a) of the Agreement (as if references therein to (i) “execute” and “deliver” were replaced with “assume” and (ii) “execution, delivery” were replaced with “assumption”).

• The new section 367(b) regulations generally only apply if the Inversion Transaction was completed on or after September 22, 2014, with the rules announced in the 2014 Notice applying to exchanges occurring on or after September 22, 2014, and the rules announced in the 2015 Notice applying to exchanges occurring on or after November 19 2015.

• With respect to an Inversion Transaction, a Foreign Related Person is a foreign person that is either related to (under sections 267(b) or 707(b)(1)) or under the same common control as (under section 482) an Expatriated Entity with respect to such Inversion Transaction.The new regulations also extend the current section 956 provisions regarding pledges and guarantees to instances where an Expatriated Entity directly or indirectly serves as a security for a Non-CFC Foreign Related Person’s obligation.

• In general, the new section 7701 regulations apply to Specified Transactions completed on or after September 22, 2014, where the Inversion Transaction was completed on or after September 22, 2014.

More Definitions of Inversion Transaction

Inversion Transaction means any Merger Event, reincorporation of Issuer, corporate inversion of Issuer or similar transaction pursuant to which (x) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia, (y) the Issuer following such Merger Event, reincorporation of Issuer or corporate inversion of Issuer is organized in a jurisdiction other than the United States, any State thereof or the District of Columbia or (z) the Issuer following such Merger Event, reincorporation of Issuer, corporate inversion of Issuer or similar transaction will not be a corporation.

Inversion Transaction means a domestic entity acquisition in which the foreign acquiring corporation is treated as a surrogate foreign corpora- tion under section 7874(a)(2)(B), taking into account section 7874(a)(3).

Inversion Transaction means a transaction or series of related transactions undertaken to facilitate the global movement of cash assets among affiliated group members in a tax efficient manner pursuant to which (i) a U.S. parent company (“FORMER PARENT”) becomes a wholly owned subsidiary of a newly organized offshore/foreign entity or entities (in either case, or together, “NEW PARENT”); (ii) all of the issued and outstanding capital stock of Former Parent is converted into an equivalent number of shares of capital stock of New Parent; and (iii) the foreign subsidiaries of Former Parent would then be owned by New Parent, either directly or through a foreign subsidiary of New Parent, and would be sister companies of Former Parent, and the domestic subsidiaries would be held through Former Parent as a U.S. subsidiary of New Parent.

Inversion Transaction means a transaction or series of related --------------------- transactions undertaken to facilitate the global movement of cash assets among affiliated group members in a tax efficient manner pursuant to which (i) a U.S. parent company ("Former Parent") becomes a wholly owned subsidiary of a newly ------------- organized offshore/foreign entity or entities (in either case, or together, "New --- Parent"); (ii) all of the issued and outstanding capital stock of Former Parent ------ is converted into an equivalent number of shares of capital stock of New Parent; and (iii) the foreign subsidiaries of Former Parent would then be owned by New Parent, either directly or through a foreign subsidiary of New Parent, and would be sister companies of Former Parent, and the domestic subsidiaries would be held through Former Parent as a U.S. subsidiary of New Parent.

Inversion Transaction means a domestic entity acquisition in which the foreign acquiring corporation is treated as a surrogate foreign corporation undersection 7874(a)(2)(B), taking into account section 7874(a)(3).

Inversion Transaction means a transaction or series of related transactions undertaken to facilitate the global movement of cash assets among affiliated group members in a

Inversion Transaction means the transactions among the Parent Borrower and its subsidiaries (including the Original U.S. Borrower