PR Spin-Off definition
Examples of PR Spin-Off in a sentence
Without limiting the provisions of Section 6.01(a) hereof, following the Distribution, neither Distributing nor Splitco shall, and shall cause the members of its Group and its Affiliates not to, take any action that, or fail to take any action the failure of which, would be inconsistent with, or would cause any Person to be in breach of, any representation or covenant, or any material statement, made in the Split-Off Tax Materials or the PR Spin-Off Tax Materials.
Pursuant to Treasury Regulation Sections 1.336-2(h) and 1.336-2(j), Distributing and Splitco agree that Distributing shall have the option to make (or cause to be made) a timely protective election under Section 336(e) of the Code and the U.S. Treasury Regulations issued thereunder for Communications (and any Subsidiary thereof and any election under Section 754 of the Code for any Subsidiary thereof) with respect to the PR Spin-Off (a “Section 336(e) Election”).
It is intended that a Section 336(e) Election will have no effect unless the PR Spin-Off is a “qualified stock disposition,” as defined in Treasury Regulation Section 1.336-1(b)(6), either because (a) the PR Spin-Off is not a transaction described in Treasury Regulation Section 1.336-1(b)(5)(i)(B) or (b) Treasury Regulation Section 1.336-1(b)(5)(ii) applies to the PR Spin-Off.