Tax Bump Reorganization definition

Tax Bump Reorganization means a corporate reorganization with respect to Target (which shall be separate from the Asset Reorganization) in order to increase the adjusted cost base of Target’s direct or indirect assets pursuant to paragraph 88(1)(d) of the Tax Act (the “Tax Bump”);
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Examples of Tax Bump Reorganization in a sentence

  • If any Tax Bump Reorganization results in or creates any increase in or addition to the Assumed Liabilities, including a tax Liability of a corporation the shares of which are being acquired as a Transferred Asset by Atlanta, then the Base Purchase Price payable in respect of the first Asset Closing shall be adjusted on account of the amount of any such increase or addition, without duplication of any adjustment in Section 4.4(i).

  • Green Bay shall use all commercially reasonable efforts to complete the Tax Bump Reorganization as soon as reasonably practicable following Acquisition of Control.

  • As of the date hereof, each of Bidco and Bidco Parent are wholly-owned subsidiaries of Green Bay and will continue to be wholly-owned subsidiaries of Green Bay unless, in the case of Bidco, as a result of an amalgamation with Target pursuant to the Tax Bump Reorganization.

Related to Tax Bump Reorganization

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Internal Distribution has the meaning set forth in the recitals hereof.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

  • Company Merger shall have the meaning given in the Recitals.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • 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.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • Business Combination Transaction means: