Secondary Restructuring definition

Secondary Restructuring means (a) a secondary public offering pursuant to which DuPont sells shares of Conoco stock or (b) a Spinoff.
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Secondary Restructuring means (a) a secondary public ----------------------- offering pursuant to which FMC sells shares of Common Stock or (b) a Spin-Off.
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Secondary Restructuring means (a) a secondary public offering ----------------------- pursuant to which FMC sells shares of Common Stock or (b) a Spin-Off. "Separate Return" means any Tax Return with respect to Non-Federal --------------- Separate Taxes filed by FMC, Subsidiary, or any of their respective affiliates. "Separation" has the meaning set forth in the Recitals. ---------- "Separation Agreement" has the meaning set forth in the Recitals. -------------------- "Separation Date" means the date on which the Separation occurs. --------------- "Service" means the Internal Revenue Service or any successor agency ------- or authority. "Spin-Off" means any distribution (or exchange) by FMC or any FMC -------- Affiliate, with respect to its stock, of the stock of Subsidiary (or any successor corporation or corporation which owns stock of Subsidiary) in a transaction intended to qualify under Section 355 of the Code. "Spin-Off Disqualification Tax" means any Taxes (and other costs, ----------------------------- liabilities, expenses or damages) imposed upon or incurred by FMC or any FMC Affiliate or Subsidiary or any Subsidiary Affiliate that are attributable to, or result from, the failure of the Spin-Off and/or the Internal Distribution to qualify under Section 355 of the Code (including, without limitation, any Tax attributable to the application of Section 355(d), Section 355(e) or Section 355(f) of the Code to the Spin-Off and/or the Internal Distribution) or corresponding provisions of the laws of other jurisdictions. Each Tax referred to in the immediately preceding sentence shall be determined using the highest statutory marginal corporate income Tax rate for the relevant taxable period (or portion thereof). "Straddle Period" means any taxable period with respect to a --------------- Consolidated Return or Combined Return, as the case may be, beginning with respect to Subsidiary and/or any Subsidiary Affiliate on or before the Deconsolidation Date and ending after the Deconsolidation Date. "Subsidiary" has the meaning set forth in the Recitals. ---------- "Subsidiary Affiliate" means (i) any corporation or other entity in -------------------- which Subsidiary owns directly or indirectly more than fifty percent (50%) of the total combined voting power (at any time after the completion of the Restructuring), (ii) any non-stock entity such as a contractual joint venture, alliance, consortium or similar entity in which the Technology Businesses have participated and (iii) any ...
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Examples of Secondary Restructuring in a sentence

  • Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the Restructuring, any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.

  • Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the IPO Restructuring, any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses arising from any failure to action good faith or any negligent act or omission with respect thereto.

  • Each of the parties hereto agrees to act in good faith and without negligence in connection with the Tax reporting of and all other aspects related to the Tax consequences of the IPO Restructuring, any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.

  • Each of the parties hereto agrees to act in good faith and without negligence in connection with the -26- <PAGE> Tax reporting of and all other aspects related to the Tax consequences of the Restructuring, any Deconsolidation and any Secondary Restructuring and shall be responsible for any Taxes or Losses arising from any failure to act in good faith or any negligent act or omission with respect thereto.