Patriot Merger Tax Opinion definition

Patriot Merger Tax Opinion means the written opinion, dated as of the Closing Date, from Cravath, Swaine & Xxxxx LLP, counsel to Patriot, in form and substance reasonably satisfactory to Patriot, to the effect that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (ii) the transfer of Patriot Common Stock by Patriot shareholders pursuant to the Merger, other than by Patriot shareholders who are U.S. persons and are or will be “five-percent transferee shareholders” within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii) but who do not enter into gain recognition agreements within the meaning of Treasury Regulation Sections 1.367(a)-3(c)(1)(iii)(B) and 1.367(a)-8, will qualify for an exception to Section 367(a)(1) of the Code.
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Related to Patriot 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.

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

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

  • 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.

  • 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.

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

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

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

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

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

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

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

  • 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.

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

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

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

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

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

  • 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.

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.