Tax-Free Reorganization definition

Tax-Free Reorganization. The Merger shall qualify as a tax-free reorganization under the Code.
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Tax-Free Reorganization has the meaning set forth in the Recitals.
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Tax-Free Reorganization. With respect to the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code:
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Examples of Tax-Free Reorganization in a sentence

  • Federal Income Tax Consequences of the Recapitalization Share Exchange as a Tax-Free Reorganization The following is a general summary of the material anticipated U.S. federal income tax consequences of the Recapitalization Share Exchange.

  • WIN shall have received Tax-Free Reorganization Ruling, the Tax-Free Debt Exchange Ruling, the Tax-Free Reorganization Opinion and the Tax-Free Debt Exchange Opinion, each in form and substance reasonably satisfactory to WIN, Holdings and the WCAS Subs, and such Tax-Free Reorganization Ruling and Tax-Free Debt Exchange Ruling shall continue to be valid and in full force and effect.

  • Affiliates; Pooling; Tax-Free Reorganization...........................

  • Exchange Qualifies as a Tax-Free Reorganization Our counsel, Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP has delivered an opinion that the statements set forth in this information statement/prospectus under the caption heading Federal Income Tax Considerations if the Recapitalization Share Exchange Qualifies as a Tax-Free Reorganization constitutes our opinion as to the material U.S. federal income tax consequences of the Recapitalization Share Exchange to U.S. Holders of Allarity A/S ordinary shares.

  • Requirements to Qualify as a Tax-Free Reorganization Under Code Section 368(a)(1)(C), a transaction that results in an exchange of stock of an acquiring corporation, or stock of a corporation controlling the acquiring corporation, for substantially all of the assets of another corporations may qualify as a tax-free reorganization.

  • Each of Armada and Mesa shall (i) report the Reorganization on all Tax Returns and filings as a Tax-Free Reorganization, and (ii) not take any position or action that is inconsistent with the characteristics of the Reorganization as a Tax-Free Reorganization in any audit, administrative proceeding, litigation or otherwise.

  • This Article X and the agreements of the Company, Parent and Merger Sub contained in Sections 7.10 (Stock Exchange De-listing), 7.12 (Employee Benefits Matters), 7.13 (Employees), 7.14 (Indemnification; Directors’ and Officers’ Insurance), 7.15 (Expenses), and 7.18 (Tax-Free Reorganization) and those other covenants and agreements contained herein that by their terms apply, or that are to be performed in whole or in part, after the Effective Time shall survive the consummation of the Merger.

  • GPE and IEC agree to treat the Merger as a Tax-Free Reorganization under Sections 368(a)(1)(A) and 368(a)(2)(D).

  • All Parties hereto shall report the Merger as a Tax-Free Reorganization, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

  • Updating the Tax-Free Reorganization Rules: Attributes,Overlaps and More+ 160C-1Michael L.


More Definitions of Tax-Free Reorganization

Tax-Free Reorganization means an acquisition of a Related Business in a transaction that is treated as a tax- free reorganization under Section 368 of the Code.
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Tax-Free Reorganization is defined in Section 7.4.
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Tax-Free Reorganization has the meaning set forth in Section 7(e) below.
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Tax-Free Reorganization is defined in Section 6.4. 91
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Related to Tax-Free Reorganization

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

  • 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.

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

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

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

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

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

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

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

  • 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.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

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

  • Reverse Split has the meaning set forth in Section 5.21.

  • Special Distribution has the meaning set forth in Section 11.4.

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Holding Shares pursuant to Section 5.2(a) or 5.2(c) on the Final Scheduled Termination Date, an Early Termination Date or a Redemption Date.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

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