Taxable Disposition definition

Taxable Disposition means a transaction in which an LLC Unit has either (a) been disposed of to the extent such disposition is a taxable transaction (including, without limitation, a Redemption or exchange pursuant to Section 8.6.A hereof) or (b) otherwise received a “step-up” in tax basis to its fair market value at the time of such “step-up” (e.g., as a result of the death of a holder of LLC Units who is an individual).

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Taxable Disposition shall have the meaning set forth in Section 2(c).

Taxable Disposition means a sale or other disposition, directly or indirectly (including through another entity), of a 2006 Rollover Holder Share by a 2006 Rollover Holder in which gain or loss is recognized, in whole or in part, for federal income tax purposes.

Examples of Taxable Disposition in a sentence

• To the extent that a distribution exceeds the current and accumulated "earnings and profits" of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares (see "Sale or Other Taxable Disposition of Common Shares" below).

• Instead, the surrender and receipt will be treated as a taxable disposition of the notes, as described above under “—Sale, Exchange, Redemption or Other Taxable Disposition of the Notes.” We may adjust the conversion rate of the notes in certain circumstances.

• If you convert a note and receive from the Company solely cash, you will recognize gain or loss in the same manner as if you had disposed of the note in a taxable disposition as described under “—Sale, Exchange, Redemption or Other Taxable Disposition of the Notes” above.

• With respect to the New Member, “Threshold Date” means the date on which Eighty Percent (80%) of the LLC Units issued by the Company to the New Member on the Effective Date hereof have been disposed of pursuant to a Taxable Disposition or Series of Taxable Dispositions.

• Sale, Taxable Exchange or Other Taxable Disposition of Common Shares and Public Warrants.” The amount of any such distribution will include any amounts withheld by us (or another applicable withholding agent) in respect of Canadian income taxes.

• To the extent that a distribution exceeds our current and accumulated “earnings and profits”, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the common shares and thereafter as gain from the sale or exchange of the common shares (see “Sale or Other Taxable Disposition of Common Shares” below).

• As noted below under “ Sale or Other Taxable Disposition of Common Shares,” such gain or loss generally will be treated as “U.S. source” gain or loss for purposes of U.S. foreign tax credit calculations.

• Accordingly, certain adverse U.S. federal income tax consequences could apply to non-U.S. investors, as described in more detail in Item 10.E “Taxation—UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS—Taxation of Non-U.S. Holders—Sale or Other Taxable Disposition of Common Shares” of the Company’s most recently filed annual report on Form 20-F for the year ended December 31, 2022.

• Any excess will be treated as capital gain and will be treated as described under the section titled “—Sale or Taxable Disposition of Common Stock by U.S. Holders” below.

• For purposes of this Section 7.2, gain or loss arising from a Taxable Disposition shall be taken into account as of the date thereof.

More Definitions of Taxable Disposition

Taxable Disposition means a voluntary sale or other disposition by the Company of the Property (or any successor property or properties acquired in a non-taxable transaction) or a merger, consolidation, reorganization or other similar type of transaction, in any such instance in a transaction which causes taxable income to be recognized pursuant to the Section 704(c) Provisions.