Tax Acceleration Event definition

Tax Acceleration Event means (x) wholly or partially taxable sales or exchanges of the stock of Sigma (or property received in exchange for the stock of Sigma in a nonrecognition transaction under the Code), distributions from Sigma that are taxable under Section 301(c)(3) of the Code, “constructive sales” of the stock of Sigma under Section 1259 of the Code, or distributions of the stock of Sigma under Section 704(c)(1)(B) of the Code, (y) except as set forth below, any distribution that would cause a Protected Holder to recognize gain under Sections 731 or 737 of the Code in excess of the amount of gain that would have been recognized by such Protected Holder if the tax basis of his shares of Sigma stock were equal to the Agreed Value of such shares at the time of the closing of the transactions set forth in the Sigma Merger Agreement, and (z) any substantially similar event that accelerates the tax liability of a Protected Holder that occurs as a result of actions taken by the Partnership or Sigma and not as a result of actions taken solely by the Protected Holder. Notwithstanding the foregoing, (a) distributions to holders of Series B Units pursuant to Section 5.9(b)(ii), (b) redemptions of Series B Units, or conversions into MLP Common Units, pursuant to Section 5.9(b)(viii) and (c) distributions to holders of Common Units (including any Common Units received upon conversion of the Series B Units pursuant to Section 5.9(b)(vii)) pursuant to Section 6.3 shall not be considered actions that give rise to a Tax Acceleration Event, regardless of whether such events otherwise result in Protected Holder Tax Gain (which includes, for the avoidance of doubt, gain under Section 731 of the Code).
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Examples of Tax Acceleration Event in a sentence

  • If after the Series B Issuance Date and prior to the fifth anniversary of the Series B Issuance Date, ETE takes or causes to occur any Tax Acceleration Event that results in the recognition by a Protected Holder of Protected Holder Tax Gain, such Protected Holder shall be entitled to receive the Protected Holder Indemnity Amount.

Related to Tax Acceleration Event

  • Acceleration Event means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

  • Acceleration Event of Default means an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

  • Acceleration Date on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security.

  • Amortization Event has the meaning specified in Article IX.

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Liquidity Event of Default means the occurrence of either (a) the Acceleration of all of the Equipment Notes or (b) an American Bankruptcy Event.

  • Additional Termination Event has the meaning specified in Section 5(b).

  • Early Termination Event has the meaning specified in Section 9.2.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Early Amortization Event means the occurrence of any of the following:

  • Swap Termination Event means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Reduction Event means any of the following:

  • Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.

  • Default Event means an event or circumstance which leads Operator to determine that a Venue User is or appears to be unable or likely to become unable to meet its obligations in respect of an Order or Transaction or to comply with any other obligation under an Agreement or Applicable Law.

  • Company Termination Event means any of the following:

  • Potential Amortization Event means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

  • Distribution Event means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

  • Obligation Acceleration means one or more Obligations in an aggregate amount of not less than the Default Requirement have become due and payable before they would otherwise have been due and payable as a result of, or on the basis of, the occurrence of a default, event of default or other similar condition or event (however described), other than a failure to make any required payment, in respect of a Reference Entity under one or more Obligations.

  • Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.

  • Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).