QSub Election definition

QSub Election has the meaning set forth on Exhibit 2.
Sample 1Sample 2Sample 3
QSub Election has the meaning set forth in the Recitals.
Sample 1Sample 2
QSub Election has the meaning set forth in Section 4.13(f).
Sample 1Sample 2

Examples of QSub Election in a sentence

  • No assets of Target 2 have been or will be disposed of by Target 2 or Parent except for dispositions in the ordinary course of business and dispositions occurring more than three years prior to Parent’s QSub Election with respect to Target 2.

  • These meetings can be informal and are meant to be an opportunity for the member to “check-in” with the CDAR.

  • In doing this SLT ensures the council’s corporate priorities are driving future capital investment.

  • No assets of Target 1 have been or will be disposed of by Target 1 or Parent except for dispositions in the ordinary course of business and dispositions occurring more than three years prior to Parent’s QSub Election with respect to Target 1.

  • Prior to making the QSub Election with respect to Subsidiary, no assets of Subsidiary will be distributed in kind, transferred, or sold to Parent, except for (i) transactions occurring in the normal course of business and (ii) transactions occurring more than three years prior to making the QSub Election with respect to Subsidiary.

  • The fair market value of the assets of Target 1 will exceed its liabilities both on the date the QSub Election is made and immediately prior to the time the deemed liquidation of Target 1 takes place.

  • On the date the Target 1 QSub Election is made, and at all times until the deemed liquidation is completed, Parent will be the owner of at least 80 percent of the outstanding stock of Target 1.

  • On the date the Subsidiary QSub Election is made, and at all times until the deemed liquidation is completed, Parent will be the owner of at least 80 percent of the outstanding stock of Subsidiary.

  • Subsidiary will not have acquired assets in any nontaxable transactions at any time after the date of its acquisition by Parent, and Subsidiary will not have acquired assets in any nontaxable transactions except for acquisitions occurring more than three years prior to the date that parent makes the QSub Election for Subsidiary.

  • Prior to making the QSub Election with respect to Target 2, no assets of Target 2 will be distributed in kind, transferred, or sold to Parent, except for (i) transactions occurring in the normal course of business and (ii) transactions occurring more than three years prior to making the QSub Election with respect to Target 2.


More Definitions of QSub Election

QSub Election is defined in the Recitals.
Sample 1
QSub Election has the meaning set forth on Exhibit 2. “R&W Insurance Policy” means that certain representations and warranties insurance policy issued by Ethos Specialty Insurance Services LLC to Acquiror in connection with the transactions contemplated hereby, in form and substance reasonably acceptable to Acquiror. “Registered Company IP” has the meaning set forth in Section 3.14(a)(i). “Related Party” means (A) any officer, director, shareholder or Affiliate of the Company, NewCo, any Seller Guarantor or any Seller or (B) any immediate family member of any such Person in the preceding clause (A). “Related Software” has the meaning set forth in the definition of “Open License Terms”. “Releasees” has the meaning set forth in Section 6.11(a). “Releasing Parties” has the meaning set forth in Section 6.11(a). “Relevant Service Provider” means each current or former Company Employee, director, officer and other individual service provider to the Company. “Representatives” means, with respect to any Person, any director, officer, agent, employee, general partner, member, stockholder, equityholder, advisor, manager, consultant, counsel, accountant or other representative of such Person. “Restricted Period” has the meaning set forth in Section 6.13(a). “Restrictive Covenant Agreement” means that certain Restrictive Covenant Agreement, to be entered into by the Company and Paulo Merloti, substantially in the form attached hereto as Exhibit 5. “Restructuring” has the meaning set forth in the Recitals. “Rev. Proc. 2004-35 Filing” means request for relief filed pursuant to IRS Revenue Procedure 2004-35, 2004-23 IRB 1029, in respect of the Company in connection with late shareholder consents for an S Corporation in a community property state. “S Corporation Tax Proceeding” has the meaning set forth in Section 8.1(d). “S Corporation Tax Returns” has the meaning set forth in Section 8.1(c). “Section 1542” has the meaning set forth in Section 6.11(b).
Sample 1
QSub Election shall have the meaning set forth in the definition of Reorganization in this Section 11.18.
Sample 1
QSub Election means an election under Section 1361(b)(3) of the Code and Treasury Regulation Section 1.1361-3 to treat a wholly-owned subsidiary of an S-corporation as a qualified subchapter S subsidiary of such corporation.
Sample 1
QSub Election shall have the meaning set forth in the recitals of this Agreement.
Sample 1
QSub Election is defined in Section D of the Background Section.
Sample 1

Related to QSub Election

  • 10) Election has the meaning set forth in Section 6.05(a).

  • LCA Election has the meaning specified in Section 1.09(a).

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • Regular election means an election held on a regular election date to elect an individual to, or nominate an individual for, elective office in the regular course of the terms of that elective office.

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Primary election means any regular primary election held under the election

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Mixed Election has the meaning set forth in Section 3.01(b)(iii).

  • Regular primary election means the election on the fourth Tuesday of June of

  • Deferral Election means the Participant’s election under Section 3.1 to defer all or a portion of his or her Compensation.

  • REMIC Election An election, for federal income tax purposes, to treat certain assets as a REMIC.

  • Cash Election shall have the meaning set forth in Section 3.2.2.

  • Safe Harbor Election has the meaning set forth in Section 10.2(d).

  • LCT Election has the meaning assigned to such term in Section 1.06.

  • Distribution Election Form means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the time and form of distribution.

  • Election cycle means the period beginning on the first day persons are eligible to

  • Election Form means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

  • Investment Election means the Participant’s election to have deferred amounts credited with hypothetical earnings credits (or losses) that track the investment performance of the Investment Options and/or Common Stock in accordance with Article V.

  • Qualified Election means a Participant's waiver of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. Any such waiver must be consented to in writing by the Participant's Spouse. The Spouse's consent must: designate a specific Beneficiary (including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent) or expressly permits designations by the Participant without any further spousal consent; acknowledge the effect of the election; and be witnessed by a member of the Committee or a Notary Public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not be effective unless the election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further spousal consent). Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a member of the Committee that there is no Spouse or the Spouse cannot be located, a waiver will be deemed a Qualified Election. Any spousal consent (or deemed spousal consent) obtained under this provision will be valid only with respect to such Spouse. A consent that permits designations by the Participant without further consent by such Spouse must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary and, where applicable, a specific form of benefit, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of benefits. The number of revocations shall not be limited. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in paragraph (b) below.

  • Deferral Election Form means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the amount of the Deferrals.

  • Early Opt-in Election means the occurrence of:

  • Non-Election Shares shall have the meaning set forth in Section 3.2.1.

  • Payment Election means an election pursuant to Section 5.1.

  • Form of Election has the meaning assigned in Section 3.3(b).

  • Special election means an election held as authorized by Section 20A-1-203.