Tax Termination Event definition

Tax Termination Event means that:
Sample 1Sample 2Sample 3
Tax Termination Event means the Transfer of all or a portion of a Member’s Company Interest which when combined with all other Transfers of Company Interests during the twelve (12) month period preceding such Transfer results in a Tax Termination.
Sample 1Sample 2
Tax Termination Event has the meaning given such term in Section 8.8(a).
Sample 1

Examples of Tax Termination Event in a sentence

  • In the event of an early redemption or termination of the Securities following a Tax Termination Event, the Issuer will cause to be paid to each such Holder in respect of each such Security held by it the Early Payment Amount.

  • The Issuer will, if it becomes aware, and, provided that it satisfies the Note Trustee that a Tax Termination Event has occurred or exists, designate any Payment Date as the "Tax Redemption Date" on giving not less than 30 nor more than 60 calendar days notice to the Noteholders (which notice will be irrevocable).

  • The Note Trustee will be entitled to accept such opinion (but may accept other evidence in lieu thereof, which in its sole opinion is satisfactory to the Note Trustee) as sufficient evidence of the existence of a Tax Termination Event, in which event it will be conclusive and binding on the Noteholders.

  • Upon a Tax Termination Event described in paragraph (c), all of the Securities of such Series will be redeemed or terminated.

  • Each Member may accept this payment, or, at its sole option, receive full indemnity on such after-tax basis from the applicable Member’s Ultimate Parent for all state and federal income tax impacts relating to that Member directly resulting from the Tax Termination Event.

  • A further attempt to get a substantive response from the Club was then made by the League.

  • In the case of a termination upon the occurrence of a (Tax) Termination Event the Issuer shall pay to each Securityholder an amount in the Redemption Currency with respect to each Security held by it, which is determined by the Manager or the Calculation Agent at its reasonable discretion and, if applicable, considering the then prevailing price of the Underlying and the expenses of the Issuer caused by the termination, as the fair market price of a Security at the occurrence of the termination.

  • In the case of any Tax Termination Event to which this Section 8.8(a) applies, the Make-Whole Amount for each Member entitled to be paid that amount will be computed on a net present value basis using: (i) the Agreed Rate in effect on the date of payment and (ii) the highest marginal applicable state and federal corporate income tax rates for the year of payment.

  • Potential investors in the Securities should furthermore be aware that in addition the Issuer’s Call Right, the Issuer is pursuant to the Conditions of the Securities entitled to terminate and redeem the Securities in total prior to the Maturity Date in case of the occurrence of a (Tax) Termination Event.

  • Tax Termination Event Notice Period (General Condition 18.3): 52.

Related to Tax Termination Event

  • Company Termination Event means any of the following:

  • Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.

  • Swap Termination Event means any event defined as a “Termination Event” in the Interest Rate Swap Agreement.

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

  • 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.

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

  • Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

  • 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.

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

  • 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.

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

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

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.

  • Operating Advisor Termination Event means any one of the following events 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:

  • Termination Event means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

  • Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).

  • Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.

  • Terminating Event means any of the following events:

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Event Termination Date See Section 2(e) hereof.

  • Servicer Termination Notice Defined in Section 6.15.

  • Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Termination Option Event means an event of a kind defined as such in Section 4.1, 4.2 or 4.8.