Section 382 Ownership Change definition

Section 382 Ownership Change means an “ownership change” in respect of the Company or any of its Subsidiaries for purposes of Section 382 of the Code, provided that a Section 382 Ownership Change shall not result from an “ownership change” that is substantially attributable to the Transactions.

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Section 382 Ownership Change shall have the meaning ascribed to such term in Section 3.6(d).

Section 382 Ownership Change shall occur if, immediately after an “owner shift” (as defined in Section 382(g) of the Code) involving a 5% Shareholder or an “equity structure shift” (as defined in Section 382(g) of the Code), the percentage of stock of any Subsidiary of the Partnership deemed under Section 382 of the Code to be owned by one or more 5% Shareholders has increased by more than 50 percentage points over the lowest percentage of stock deemed owned by such 5% Shareholders at any time during a Testing Period. The amount of total outstanding interests in the Partnership that CFSI LLC is permitted to Transfer pursuant to this Section 3.6(d) shall be decreased if (x) CFSI LLC has Knowledge that a Transfer of an amount of outstanding interests in the Partnership that is equal to or less than 49% of the total outstanding interests in the Partnership (the “Known Threshold Amount”) will result in a Section 382 Ownership Change, in which case the amount of total outstanding interests in the Partnership that CFSI LLC is permitted to Transfer pursuant to this Section 3.6(d) shall be any amount of outstanding interests in the Partnership that is less than the Known Threshold Amount, or (y) CFSI LLC has Knowledge of the existence of one or more owners (either directly or through application of the constructive ownership rules of Section 382 of the Code) of 5% or more of the total outstanding interests in the Partnership (the “Other Known Interests”), which Other Known Interests, when aggregated with the total outstanding interests in the Partnership held by CFSI LLC, exceeds 49% of the total outstanding interests in the Partnership, in which case the amount of total outstanding interests in the Partnership that CFSI LLC is permitted to Transfer pursuant to this Section 3.6(d) shall be reduced by the amount of such Other Known Interests. For purposes of clause (y), CFSI LLC shall be deemed to have Knowledge of all information filed with the Securities and Exchange Commission pursuant to Section 13(d), Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including without limitation any information filed on Schedule 13D, Schedule 13F or Schedule 13G.

Examples of Section 382 Ownership Change in a sentence

In the event of a Section 382 Ownership Change following the date hereof, all amounts payable under this Agreement, including any Tax Benefit Payments, shall, under all circumstances, continue to be calculated in all respects as if such Section 382 Ownership Change had not occurred.
In the event (x) the Section 382 Study concludes that the Company has undergone a Section 382 Ownership Change, and (y) such Section 382 Ownership Change has resulted in a Tax liability for the Company for fiscal year 2016 or 2017 (a “Section 382 Liability”), the Section 382 Escrow Fund shall be available to satisfy any indemnity obligations of the Company Equityholders for such Section 382 Liability pursuant to Section 7.1(a).
For purposes of this Section 2.12(c), "KPMG Reports" means, collectively, (i) the KPMG memorandum, dated March 19, 2007, regarding State Tax Due Diligence Report, (ii) the KPMG memorandum, dated May 7, 2007, regarding Tax Basis in Subsidiary Stock (estimated as of December 31, 2006), and (iii) the KPMG memorandum, dated May 9, 2007, regarding Section 382 Ownership Change Analysis.
In the event of a Section 382 Ownership Change, all amounts payable by the Company under this Agreement, including any Tax Benefit Payments, shall, under all circumstances, continue to be calculated in all respects as if such Section 382 Ownership Change had not occurred.
Section 382 Ownership Change Analysis,” and related spreadsheet, prepared by Deloitte Tax LLP, dated November 21, 2015, is an accurate description of the facts relevant for determining whether an “ownership change” within the meaning of Section 382 of the Code has occurred with respect to the Company as of the date specified in the memorandum.
For purposes of this Section 2.12(c), “KPMG Reports” means, collectively, (i) the KPMG memorandum, dated March 19, 2007, regarding State Tax Due Diligence Report, (ii) the KPMG memorandum, dated May 7, 2007, regarding Tax Basis in Subsidiary Stock (estimated as of December 31, 2006), and (iii) the KPMG memorandum, dated May 9, 2007, regarding Section 382 Ownership Change Analysis.

More Definitions of Section 382 Ownership Change

Section 382 Ownership Change has the meaning set forth in Section 5.13.