Owner Shift definition

Owner Shift means an increase in ownership of Corporation Securities that counts towards an “ownership change” as determined in accordance with Section 382.
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Owner Shift shall have the meaning assigned to such term in Section 4.1.
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Owner Shift means the issuance of Stock, including the issuance of Stock pursuant to the exercise of an Option that the Company has treated as not being subject to constructive ownership pursuant to Treasury Regulation § 1.382-4(d)(7) or otherwise, that results in an “owner shift involving a 5-percent shareholder” within the meaning of Code § 382(g)(2) and Temporary Treasury Regulation § 1.382-2T(e)(1) or an “equity structure shift involving a 5-percent shareholder” within the meaning of Code § 382(g)(3) and Temporary Treasury Regulation 1.382-2T(e)(2).
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Examples of Owner Shift in a sentence

  • If Parent and the Stockholder are unable to resolve any such dispute within five (5) Business Days of the Stockholder’s delivery of notice to Parent regarding its disagreement with the Owner Shift Determination, such dispute shall be resolved promptly by the Dispute Firm, the costs of which shall be borne equally by Parent and the Stockholder.

  • The Stockholder shall not effect any Share Acquisition to which this Section 4.2(d) applies if either the Stockholder or the Dispute Firm agrees with Parent’s Owner Shift Determination.

  • Within five (5) Business Days following the date of delivery of a Section 382 Notice, Parent shall deliver to the Stockholder a determination (including supporting analysis) as to whether, in its reasonable judgment based upon advice of outside tax counsel, such Share Acquisition would be more likely than not to result in an increase in the Aggregate Section 382 Owner Shift (such an affirmative determination, an “Owner Shift Determination”).

  • The Dispute Firm shall be instructed to make the Owner Shift Determination on a basis consistent with Parent’s past practice and a more likely than not determination of applicable law.

  • If the Stockholder does not agree with the Owner Shift Determination, then Parent and the Stockholder shall work in good faith to resolve any disputes relating to the Owner Shift Determination.

  • To the knowledge of the Company, the representations set forth in the Certificate of Representations provided by the Company to Ernst & Young (“EY”) in respect of EY’s “Section 382 Owner Shift Analysis” dated September 8, 2008 are true, accurate, and complete.

  • For the avoidance of doubt, pursuant to Section 17.9 of the Plan, no Optionee shall be permitted to exercise the Option to the extent that the Committee, acting in a commercially reasonable manner, determines that exercise of the Option, would result in an Ownership Change, or, unless the Board has approved such exercise, an Owner Shift.

  • For the avoidance of doubt, pursuant to Section 17.9 of the Plan, no Optionee shall be permitted to exercise the Option to the extent that Committee, acting in a commercially reasonable manner, determines that exercise of the Option, would result in an Ownership Change, or, unless the Board has approved such exercise, an Owner Shift.

  • If authorized by Owner, Shift will perform, or pay a mechanic of Shift’s choosing to perform, the repairs and deduct the costs of the repair from the Final Payment to Owner, as described in Section 9.

Related to Owner Shift

  • Owner-builder means an owner or lessor of real property who, by himself or by or through others, constructs or has constructed or reconstructs or has reconstructed any improvement to real property.

  • Owner/Operator means a requirement applies to the owner and/or operator of a TRU or TRU gen set, as determined by agreement or contract between the parties if the two are separate business entities.

  • passenger ship means a ship which carries more than 12 passengers;

  • Construction manager at risk means a project delivery method in which:

  • construction site means a workplace where construction work is being performed;