Starwood Merger Tax Opinion means any opinion issued by Starwood Tax Counsel and/or other tax advisor to Starwood regarding U.S. federal income tax consequences of the Merger.
Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.
Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.
Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.
Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.
Second Merger has the meaning set forth in the Recitals.
Company Merger shall have the meaning given in the Recitals.
Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.
First Merger shall have the meaning given in the Recitals hereto.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
IRS Ruling shall have the meaning set forth in the Recitals.
Merger Sub Board means the board of directors of Merger Sub.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Merger Sub II has the meaning set forth in the Preamble.
Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Closing Merger Consideration has the meaning set forth in Section 2.02
Merger Closing shall have the meaning set forth in Section 2.2.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Reorganization Transactions shall have the meaning set forth in the recitals.