Subsequent Acquisition Tax Benefits definition

Subsequent Acquisition Tax Benefits means any and all tax benefits in respect of Covered Taxes of the Corporation arising as a result of a Subsequent Acquisition, including: (i) any deduction attributable to the carryforward of a net operating loss or any credits of a Subsequent Acquisition Target generated in a Taxable Year that ends prior to, or on the date of, the closing of the relevant Subsequent Acquisition, (ii) any deductions attributable to transaction expenses (including transaction-related compensation) of a Subsequent Acquisition Target, (iii) any deductions or offsets to income attributable to a step-up in tax basis resulting from a Subsequent Acquisition, (iv) any deduction for interest on liabilities incurred or carried to effect a Subsequent Acquisition, and (v) any net operating losses or net capital losses arising from the business of a Subsequent Acquisition Target, whether generated before or after a Subsequent Acquisition.
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Related to Subsequent Acquisition Tax Benefits

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

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

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers, any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code, and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Exempt Acquisition means an acquisition of Voting Shares or Convertible Securities:

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.