Restructuring Transfer Taxes definition

Restructuring Transfer Taxes means any Transfer Taxes imposed on, in connection with, or by reason of the Merger or any of the Separation Transactions.
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Restructuring Transfer Taxes means any Transfer Taxes imposed on, in connection with, or by reason of the Restructuring or the Distribution.
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Restructuring Transfer Taxes means the excess, if any, of (a) the amount of any sales, use, transfer, documentary, registration, stamp, real property transfer, VAT or other similar Taxes, and all conveyance fees, recording charges and other fees and charges, in each case, imposed on, payable in connection with, or arising out of transactions effected pursuant to the Restructuring Agreement (including any Tax Return preparation and filing costs), over (b) the amount of any sales, use, transfer, documentary, registration, stamp, real property transfer, VAT or other similar Taxes, and all conveyance fees, recording charges and other fees and charges, in each case, that would have been imposed on, payable in connection with, or arising out of a transfer of the Second Closing Transferred Assets if such Second Closing Transferred Assets had been transferred directly from Seller Parent or its Affiliates (as reasonably determined by the parties in accordance with the applicable principles of Section 2.13).
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Examples of Restructuring Transfer Taxes in a sentence

  • Cousins shall prepare and file (or cause to be prepared and filed) all Tax Returns required to be filed with respect to Restructuring Transfer Taxes, and Cousins shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns.

  • Notwithstanding anything to the contrary in Articles III, IV and V, the portion of any Tax Return that relates to any Restructuring/Distribution Taxes or any Restructuring Transfer Taxes shall be prepared and approved by Cousins in the manner determined by Cousins in its sole discretion, subject to the provisions of Sections 2.01 and 2.02 (including, without limitation, the provisions thereof relating to consultation).

  • RULE TWELVE The ayes and nays may be called by a member, and being called, the names of those who voted for or against the question, or abstained, if requested by any member, shall be entered in the minutes.

  • Ventas shall prepare and file (or cause to be prepared and filed) all Tax Returns required to be filed with respect to Restructuring Transfer Taxes and Ventas shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that SpinCo shall reimburse Ventas for any such Taxes that are SpinCo Taxes.

  • If no to part (d), describe ULH&P’s expectations as to the frequency and duration of interruptions during the periods that the affected generating units would be expected to operate.

  • Act A person who is not party to this Amendment Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Amendment Agreement.

  • Notwithstanding anything to the contrary in Articles 3, 4 and 5, any Tax Return required to be filed with respect to any Restructuring Transfer Taxes shall be prepared and approved by RemainCo in the manner determined by RemainCo in its sole discretion, subject to the provisions of Section 2.01, 2.02 and 4.03(c).

  • Notwithstanding anything to the contrary in this Agreement, RemainCo shall prepare and file (or cause to be prepared and filed) all Tax Returns required to be filed with respect to Restructuring Transfer Taxes and, if required by applicable Law, SpinCo shall, and shall cause its respective Affiliates to, join in the execution of any such Tax Returns and other documentation.

  • Notwithstanding any other provision in this Section 3, liability for the following Taxes shall be as follows: (i) Pre-Closing Restructuring Transfer Taxes.

Related to Restructuring Transfer Taxes

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Transaction Tax Deductions means any item of loss, deduction, or credit resulting from or attributable to costs and expenses of the Company and/or any of its Subsidiaries related to or arising out of the transactions contemplated by this Agreement, including, but not limited to, any loss, deduction or credit resulting from any employee bonuses, debt prepayment fees or capitalized debt costs.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the holders of the Notes (as determined by the Company in good faith).

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

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

  • Restructuring Expenses means losses, expenses and charges incurred in connection with restructuring by U.S. Borrower and/or one or more of its Subsidiaries, including in connection with integration of acquired businesses or persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation or consolidation of facilities, including severance, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.

  • Sale Transaction has the meaning set forth in Section 3(a).