Section 351 Transaction definition

Section 351 Transaction has the meaning assigned to that term in the LLC Agreement.

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Section 351 Transaction means, if the Acquisition is structured as a transaction qualifying for the deferral of federal income tax under Section 351 of the Code, that transaction.

Section 351 Transaction has the meaning assigned to that term in the Limited Liability Company Agreement.

Examples of Section 351 Transaction in a sentence

• Upon the occurrence of an IPO or a Section 351 Transaction, the Company shall return to the record holders thereof any certificates representing Vested Units, together with unit powers previously delivered by Executive.

• The parties further agree that they will continue to report the Section 351 Transaction as one that so qualifies under Section 351 of the Code notwithstanding any contrary communication from the Internal Revenue Service and, each party will defend such qualification in an audit, tax review or tax-litigation challenging such qualification.

• Prior to Transferring any Company Units (other than pursuant to a Public Sale, a Sale of the Company or a Section 351 Transaction) to any Person, the transferring holder of Company Units shall cause the prospective transferee to be bound by this Agreement and to execute and deliver to the Company and the other Unitholders a counterpart of or joinder to this Agreement.

• Upon the occurrence of an IPO or a Section 351 Transaction, the Company shall return to the record holders thereof any certificates representing the Units, together with unit powers previously delivered by Investor.

• In that event, the shareholders of the Partner shall receive for such transfer collectively the stock that the Partner would have been entitled to receive through the Partnership if the interest of the Partner in the Partnership had been transferred to the Corporation in the Section 351 Transaction.

More Definitions of Section 351 Transaction

Section 351 Transaction has the meaning set forth in the recitals.

Section 351 Transaction means a tax-deferred exchange within the meaning of Section 351 of the U.S. Code.

Section 351 Transaction has the meaning set forth in Article XIII.

Section 351 Transaction means a transaction described in Section 351 of the Code.

Section 351 Transaction means a transaction intended to qualify for nonrecognition of gain or loss under Section 351(a) of the Code, except to the extent that gain is required to be recognized pursuant to Section 351(b) of the Code.

Section 351 Transaction means a tax-free contribution of Class A LLC Units and/or Class B LLC Units in Orbitz LLC to the Corporation in exchange for Securities of the Corporation pursuant to Section 351 of the Code, and which complies with the provisions of Section 9 of the Stockholders Agreement.

Section 351 Transaction means, if the Acquisition is structured as a ----------------------- transaction qualifying for the deferral of federal income tax under Section 351 of the Code, that transaction.