Tax Prohibited Transfer definition

Tax Prohibited Transfer means a sale, transfer, exchange or other disposition (or any other action that for federal income tax purposes would be treated as a sale, transfer, exchange or other disposition) by the Company of any CME Group Tax Restricted Asset which transaction results in the allocation of taxable gain to CGIH/CGIS and to News under Section 704(c) of the Code and gives rise to an indemnity obligation by CME Group to News under Section 8 of the News-CME Group Tax Agreement, except that the following shall not constitute Tax Prohibited Transfers: any transaction with respect to any CME Group Tax Restricted Asset (a) that would have been excluded from the transfer restrictions in Section 4(a) of the News-CME Group Tax Agreement were it to have been made by CGIH/CGIS (relating to certain limited sales of tangible assets in the ordinary course of business); (b) which any member of the Company board of directors that is appointed by CME Group votes to approve; (c) for which CME Group gives prior written consent; or (d) required by applicable Law and consented to by CME Group in writing, or pursuant to any agreement or settlement entered into by CME Group with any Person, in each case prior to the Closing and in connection with the consummation of the transactions contemplated by this Agreement. For the absence of doubt, none of the following shall constitute a Tax Prohibited Transfer: (y) any disposition by CGIH/CGIS of its equity interests in the Company, or (z) any disposition by News of its equity interests in CGIH/CGIS. For the absence of doubt, the determination as to whether any action is a Tax Prohibited Transfer shall be made without regard to the Consent.

Related to Tax Prohibited Transfer

  • Prohibited Transfer means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article IX.

  • Prohibited Transferee means any Person who is a:

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated February 21, 2006 as supplemented by the prospectus supplement dated February 23, 2006, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Prohibited Transactions is defined in ERISA Section 406 and Code Section 4975.

  • Prohibited Transaction means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

  • ERISA Prohibited Holder As defined in Section 5.02(d).

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Taxable Event means any change in control or other event which triggers the imposition of any Excise Tax on any Payment.

  • Prohibited Territory means any person or country listed by the Office of Foreign Assets Control of the United States Department of Treasury as to which transactions between a United States Person and that territory are prohibited.

  • Prohibited Content means any content on any advertising media that:

  • Prohibited source means any person or entity who:

  • Prohibited Party As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party, and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund. In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party. All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.

  • Prohibited Distributions means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

  • excepted transfer means, in relation to any shares held by a member:

  • Prohibited Items means any items which we or any Authorised Person deem to be dangerous or inappropriate including (without limitation) those items specified in sub-paragraphs 27(b)(c) and (d) of these Conditions and any further items listed at www.snowbombing.com from time to time;

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

  • non-taxable territory means the territory which is outside the taxable territory;

  • Restricted Transfer a transfer of Personal Data which is undergoing processing or which is intended to be processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data processed under this Agreement for the transfer to be lawful under the Data Protection Legislation;

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.

  • Prohibited Person means any Person:

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

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

  • Prohibited Persons As defined in Section 39.1.

  • Prohibited Owner means, with respect to any purported Transfer, any Person who, but for the provisions of Section 5.9(ii)(a), would Beneficially Own or Constructively Own Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of the Shares that the Prohibited Owner would have so owned.

  • prohibited goods means goods which have been or are being, dealt with in contravention of any prohibition specified in regulation 57(2)(a) to (e);

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;