Tax-Free Spin-Off definition

Tax-Free Spin-Off means a distribution of common stock (and preferred stock, if any) of PalmSource or common stock (and preferred stock, if any) of a Person that is a successor to PalmSource to holders of common stock of PalmOne intended to qualify as a tax-free distribution under Section 355 of the Code.
Tax-Free Spin-Off means a distribution (whether by dividend, exchange or otherwise) of Common Stock (and Preferred Stock, if any) of the Corporation or common stock (and preferred stock, if any) of a Person that is a successor to the Corporation to holders of common stock of Cypress intended to qualify as a tax-free distribution under Section 355 of the Code, or any successor thereto.
Tax-Free Spin-Off means the transactions required to achieve and preserve the Intended Tax-Free Treatment, including the Contribution, the Reorganized TCEH Conversion, and the Distribution.

Examples of Tax-Free Spin-Off in a sentence

  • Following a Tax-Free Spin-Off, shares of Class B Common Stock shall no longer be convertible into shares of Class A Common Stock.

  • If such written advice of counsel is received, approval of such conversion shall be submitted to a vote of the holders of the Common Stock as soon as practicable after the fifth anniversary of the Tax-Free Spin-Off.

  • The Corporation shall at all times prior to a Tax-Free Spin-Off reserve and keep available, out of its authorized and unissued shares of Class A Common Stock, for the purposes of effecting conversions, such number of duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock.

  • Prior to the date on which shares of Class B Common Stock are transferred to stockholders of Williams in a Tax-Free Spin-Off (as defined in paragraph (E) (3)(a) below), each share of Class B Common Stock shall be convertible, at the option of its record holder, into one validly issued, fully paid and non-assessable share of Class A Common Stock at any time.

  • For purposes of this paragraph (C)(6), a Tax-Free Spin-Off shall be deemed to have occurred at the time shares are first transferred to stockholders of the DuPont Company following receipt of an affidavit described in clause (iii) of the first sentence of paragraph (C)(6)(d) below.


More Definitions of Tax-Free Spin-Off

Tax-Free Spin-Off means a transaction or series of transactions pursuant to which Tality Common Shares are distributed to holders of common stock of Cadence in a manner intended to qualify as a tax-free distribution under Section 355(a) of the Code.
Tax-Free Spin-Off means any distribution of Class B Common Stock to the holders of common stock of Safeway in a transaction, including any distribution in exchange for Safeway shares or securities, intended to qualify as a tax-free distribution under Section 355 of the Code, or any corresponding provision of any successor statute.
Tax-Free Spin-Off means a tax-free distribution under Section 355 of the Code or any corresponding provision of any successor statute.
Tax-Free Spin-Off means the distribution of common stock (and preferred stock, if any) of Seller or common stock (and preferred stock, if any) of a Person that is a successor to Seller to holders of common stock of Purchaser that was intended to qualify as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding law).
Tax-Free Spin-Off means a distribution (whether by dividend, exchange or otherwise) of Common Stock (and Preferred Stock, if any) of the Corporation or common stock (and preferred stock, if any) of
Tax-Free Spin-Off means any transfer effected in connection with the distribution of Class A Common Stock and/or Class B Common Stock to security holders of USAi (including any distribution in exchange for shares of capital stock or securities of USAi) intended to qualify as a tax-free distribution under Section 355 of the Code.
Tax-Free Spin-Off means a distribution of Common Stock or Class B Common Stock as a spin-off, split-up or split-off to holders of Class A or Class B common stock of Sabre Parent intended to qualify as a tax-free distribution under Section 355(a) of the Code.