Tax Test definition

Tax Test means that the Fixed Number of MB Shares have an aggregate fair market value (based upon the closing price of MB Common Stock on the second trading day preceding the Effective Date) equal to not less than 40% of the aggregate Merger Consideration.
Sample 1

Examples of Tax Test in a sentence

  • The Death Benefit is based on three factors specified in the Policy Schedule: Face Amount, Death Benefit Option (A or B), and Tax Test.

  • The following applies if the Tax Test elected for Federal income tax purposes is "Guideline Premium Test", as shown in Section 1.

  • The following applies if the Tax Test elected for Federal income tax purposes is "Cash Value Accumulation Test", as shown in Section 1.

  • The following applies if the Tax Test elected for Federal income tax purposes is “Cash Value Accumulation Test”, as shown in Section 1.

  • The following applies if the Tax Test elected for Federal income tax purposes is “Guideline Premium Test”, as shown in Section 1.

  • The following applies if the Tax Test elected for federal income tax purposes is “Cash Value Accumulation Test”, as shown in Section 1.

  • The following applies if the Tax Test elected for federal income tax purposes is “Guideline Premium Test”, as shown in Section 1.

  • However, under either Death Benefit Option, while a Policy's Death Benefit is determined by the Tax Test, both the Death Benefit and the Net Amount at Risk will generally increase or decrease based on increases or decreases of the Policy Account Value.

  • In the event the Tax Test is not satisfied, then MB shall have the right (but not the obligation) to make the Tax Adjustment by the delivery of written notice to such effect to First SecurityFed not later than the close of business on the last trading day preceding the Effective Date.

Related to Tax Test

  • Asset Test means, for an Asset Review, each Test, as defined in the Asset Representations Review Agreement, in Schedule A to the Asset Representations Review Agreement to be performed by the Asset Representations Reviewer on the related Asset Review Receivables.

  • Start-Up Testing means the completion of applicable required factory and start-up tests as set forth in Exhibit C.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Coverage Test means each of the Class A/B Par Value Test, the Class A/B Interest Coverage Test, the Class C Par Value Test, the Class C Interest Coverage Test, the Class D Par Value Test, the Class D Interest Coverage Test, the Class E Par Value Test and the Class E Interest Coverage Test.

  • Asset Coverage Test is met if the Adjusted Aggregate Asset Amount (as defined below) shall be in an amount at least equal to the Canadian Dollar Equivalent of the aggregate Principal Amount Outstanding of the Covered Bonds as calculated on the relevant Calculation Date. For greater certainty, references in this Schedule to “immediately preceding Calculation Date” and “previous Calculation Date” are to the Calculation Period ending on the Calculation Date.

  • Incurrence Test means the incurrence test set out in Clause 12.1 (Incurrence Test).

  • Adjusted Net Operating Income or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties for such period, subject to the following adjustments:

  • Erroneous Payment Return Deficiency has the meaning assigned to it in Section 14.14(d).

  • Safe Harbor Amount means 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

  • Excess Contribution means a contribution that exceeds the

  • Performance Test means all operational checks and tests required to determine the performance parameters including inter-alia capacity, efficiency and operating characteristics of the Stores as specified in the Contract.

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • Adjusted Net Earnings from Operations means, with respect to any fiscal period of Foamex, the net income of Foamex and its Subsidiaries after provision for income taxes for such fiscal period, as determined in accordance with GAAP on a consolidated basis (excluding the Joint Ventures and the China Joint Venture) and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain (or loss) arising from any write-up (or write-down) in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by Foamex or any of its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than Foamex Canada and the Mexican Subsidiaries and their respective Subsidiaries) in which Foamex or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by Foamex or any of its Domestic Subsidiaries in the form of cash distributions; (e) earnings of any Person to which assets of Foamex or any of its Subsidiaries shall have been sold, transferred or disposed of, or into which Foamex or any of its Subsidiaries shall have been merged, or which has been a party with Foamex or any of its Subsidiaries to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain or loss arising from the acquisition of debt or equity securities of Foamex or any of its Subsidiaries or from cancellation or forgiveness of Debt; and (g) gain or loss arising from extraordinary items, as determined in accordance with GAAP.

  • Interest Coverage Test means the Class A/B Interest Coverage Test, the Class C Interest Coverage Test, the Class D Interest Coverage Test and the Class E Interest Coverage Test.

  • Class C Coverage Tests means the Class C Interest Coverage Test and the Class C Par Value Test.