ITC Merger Tax Opinion definition

ITC Merger Tax Opinion means the written opinion, dated as of the Closing Date, from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to ITC, in form and substance reasonably satisfactory to ITC, to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

Related to ITC Merger Tax Opinion

  • 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.

  • 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.

  • 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.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Company Merger shall have the meaning given in the Recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • 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.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Second Merger has the meaning set forth in the Recitals.

  • 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.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Merger Sub Board means the board of directors of Merger Sub.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Bank Merger has the meaning set forth in Section 1.03.