Permitted Portion definition

Permitted Portion means the percentage of the dividends payable on each share of PIK Preferred Stock that may, at the option of the Company, be paid through the issuance of additional shares of the PIK Preferred Stock, which percentage shall equal 100% prior to a Preferred Stock Determination, and thereafter shall equal the lesser of (i) 50% and (ii) (A) 100% less (B) the Combined Effective Marginal Tax Rate. For purposes of this definition, a "Preferred Stock Determination" shall mean the receipt by a beneficial owner of the PIK Preferred Stock that is a citizen or resident of the United States or a corporation, partnership or other entity organized or created under the laws of the United States or a political subdivision thereof (a "PIK Beneficial Owner") of advice from its tax advisors that there is a substantial risk that such PIK Beneficial Owner will be required to recognize federal income taxes (assuming no deductions or losses are available to such PIK Beneficial Owner) as a result of the receipt of a dividend on the PIK Preferred Stock in additional shares of PIK Preferred Stock, and such PIK Beneficial Owner so notifies the Corporation of such occurrences; provided that no Preferred Stock Determination shall occur if reasonably promptly after the Corporation's receipt of such notice, such PIK Beneficial Owner receives an opinion of counsel addressed to such PIK Beneficial Owner reasonably satisfactory to such PIK Beneficial Owner (as to the identity of counsel (it being understood that Nelsxx, Xxllxxx Xxxxx & Xcarxxxxxxx, X.L.P. shall be reasonably satisfactory), the substance of the opinion and the factual bases supporting the opinion) to the effect that such PIK Beneficial Owner will not be required under Section 305 of the Internal Revenue Code of 1986, as amended, or of any successor internal revenue laws of the United States (the "Code"), or similar provisions of the Code, to recognize income for federal income tax purposes in respect of any dividends payable in additional shares of PIK Preferred Stock pursuant to Section 3 hereto as a result of either (x) the application of the Code or interpretations thereof that constitute "substantial authority" under Code Section 6662 or (y) that given the facts and circumstances then existing there is a reasonable basis for the conclusion that the PIK Preferred Stock is not properly characterized as "preferred stock" for purposes of Code Section 305. For purposes of this definition, the Combined Effective Marginal Tax R...
Sample 1
Permitted Portion means the percentage of the dividends payable on each share of PIK Preferred Stock that may be paid through the issuance of additional shares of the PIK Preferred Stock, which percentage shall equal the lesser of (i) 50%, or (ii) (A) 100% less (B) the Combined Effective Marginal Tax Rate. For this purpose, the Combined Effective Marginal Tax Rate shall mean the highest single effective rate (expressed as a percentage) of United States federal, state and local income taxation applicable to holders of 5% or more of the PIK Preferred Stock whose principal residence or commercial domicile is within the United States determined as of each record date for the payment of dividends, giving effect to any limitations on the deductibility of state and local income taxes in computing United States federal taxable income, and assuming that such holders are individuals and subject to the highest United Stated federal and highest state and local marginal income tax rates then applicable in the jurisdictions in which they have their principal residence or commercial domicile. The determination of the Combined Effective Marginal Tax Rate shall be made by the Corporation.
Sample 1

Examples of Permitted Portion in a sentence

  • In this context, financial regulators play a key role in minimizing the extreme risks that threaten the stability of the financial system and thus jeopardize the stability and sustainability of the economy (Ntarmah, Kong, and Gyan, 2019: 710).

  • The Corporation may, at its option, pay that portion of such dividends through the issuance of that number of additional shares of the PIK Preferred Stock having an aggregate Liquidation Preference equal to the aggregate dollar amount of dividends to be paid on such Dividend Payment Date multiplied by the Permitted Portion (as defined in Section 7).

  • The Corporation may, at its option, pay a Permitted Portion (as defined in Section 8) such dividends through the issuance of such number of additional shares of the PIK Preferred Stock with a Liquidation Preference equal to the aggregate dollar value of dividends to be paid on such Dividend Payment Date.

Related to Permitted Portion

  • Vested Portion means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Unused Portion has the meaning assigned to that term in Section 2.09(a).

  • Permitted Amount means, on any date, an amount equal to 3.5 times Adjusted EBITDA as of the most recent fiscal quarter for which financial statements of the Company are internally available immediately preceding such date.

  • Closed portion means that portion of a facility which an owner or operator has closed in accordance with the approved facility closure plan and all applicable closure requirements. (See also “active portion” and “inactive portion”.)

  • Permitted Transfer has the meaning set forth in Section 10.02.

  • Existing portion means that land surface area of an existing waste management unit, included in the original Part A permit application, on which wastes have been placed prior to the issuance of a permit.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Significant Portion means, for purposes of the casualty provisions set forth in Article XI hereof, damage by fire or other casualty to the Real Property and the Improvements or a portion thereof, the cost of which to repair would exceed ten percent (10%) of the Purchase Price.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(d).

  • Permitted Percentage means 25% of the voting power of the Stock.

  • Permitted Trust means a bona fide trust where each trustee is (i) a Qualified Stockholder, (ii) a Family Member, or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust companies and bank trust departments.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Permitted Issuance means the issuance by the Company of (i) shares of Common Stock (A) offered to the public pursuant to a public offering, (B) upon conversion of any of the convertible securities issued by the Company and outstanding as of the Issuance Date, (C) in connection with any dividend or distribution to the holders of Common Stock, (D) upon exercise of any Options outstanding prior to the Issuance Date or thereafter issued pursuant to any stock option or warrants or pursuant to employee stock option or executive incentive ownership plans approved by a majority of the Board of Directors of the Company, or (E) issued in connection with any stock splits, reclassifications, recapitalizations or similar events, or (ii) any Options issued pursuant to any of the plans referred to in clause (i)(D) above.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Portion is defined in Section 2.1(a) hereof.

  • Applicable Portion means, with respect to any holder of shares of Preferred Stock, a number of shares of Preferred Stock calculated by multiplying the aggregate number of shares of Preferred Stock held by such holder immediately prior to a Qualified Financing by a fraction, the numerator of which is equal to the amount, if positive, by which such holder’s Pro Rata Amount exceeds the number of Offered Securities actually purchased by such holder in such Qualified Financing, and the denominator of which is equal to such holder’s Pro Rata Amount.

  • Inactive portion means that portion of a facility which is not operated after November 19, 1980. See also "active portion" and "closed portion".

  • Permitted Convertible Debt means Indebtedness of the Borrower that is convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of Common Stock (or other securities or property following a merger event or other change of the Common Stock), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such Common Stock or such other securities); provided that such Indebtedness shall (a) not require any scheduled amortization or otherwise require payment of principal prior to, or have a scheduled maturity date earlier than, one hundred eighty (180) days after the Term Loan Maturity Date, (b) be unsecured, (c) not be guaranteed by any Subsidiary of Borrower, and (d) be on terms and conditions customary for Indebtedness of such type, as determined in good faith by the board of directors of the Borrower or a committee thereof; provided further, that any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of Borrower (or any of its Subsidiaries) (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision.

  • Permitted Number means one (1) or the number otherwise indicated under a valid license (e.g., volume license) granted by Xxxxxxxx.

  • Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:

  • Permitted Facility means a facility authorized by the general permit to discharge total nitrogen or

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Permitted Obligations mean (i) nonspeculative Hedging Obligations of any Person and its Subsidiaries arising in the ordinary course of business and in accordance with such Person’s established risk management policies that are designed to protect such Person against, among other things, fluctuations in interest rates or currency exchange rates and which in the case of agreements relating to interest rates shall have a notional amount no greater than the payments due with respect to the applicable obligations being hedged and (ii) Commodity Trading Obligations. For the avoidance of doubt, such transactions shall be considered nonspeculative if undertaken in conformance with FE’s Corporate Risk Management Policy then in effect, as approved by FE’s Audit Committee, together with the Approved Business Unit Risk Management Policies referenced thereunder.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Permitted Issuances means issuances of shares of Common Stock and upon exercise of the warrants and options and other convertible securities, in each case listed on Schedule 1.