Taxable Exchange definition

Taxable Exchange is defined in the recitals.
Sample 1Sample 2Sample 3
Taxable Exchange is (i) an exchange pursuant to Section 2.1 of the Exchange Agreement, (ii) a transaction in which Partnership or its transferee exchanges Class B Common Stock together with units of EDG LLC for Class A Common Stock or cash, (iii) a transaction in which Partnership is sold to or exchanged with Edgen or any of its affiliates, or (iv) a sale or exchange by EMC of its membership units in B&L Supply to Edgen or any of its subsidiaries, in the case of each of clauses (i)-(iv), treated as a transaction that results in the recognition of gain or loss under the Code. For the avoidance of doubt, any reference to a single Taxable Exchange includes only that exchange. For example, if there are multiple Taxable Exchanges on a particular date, each such Taxable Exchange would be a separate Taxable Exchange.
Sample 1
Taxable Exchange is (i) an exchange pursuant to Section 2.1 of the Exchange Agreement, (ii) a transaction in which Partnership or its transferee exchanges Class B Common Stock together with units of EDG LLC for Class A Common Stock or cash, or (iii) a transaction in which Partnership is sold to or exchanged with Edgen or any of its affiliates, in the case of each of clauses (i)-(iv), treated as a transaction that results in the recognition of gain or loss under the Code. For the avoidance of doubt, any reference to a single Taxable Exchange includes only that exchange. For example, if there are multiple Taxable Exchanges on a particular date, each such Taxable Exchange would be a separate Taxable Exchange.
Sample 1

Examples of Taxable Exchange in a sentence

  • The Ltd Exchanging Subsidiaries and LFCM hereby agree that an Exchangeable Holder effecting a Taxable Exchange shall recognize gain, if any, for U.S. Federal income tax purposes on the Exchange Date under Section 741 of the Code in an amount equal to the excess of (i) the fair market value of the Lazard shares received in the Taxable Exchange over (ii) the Exchangeable Holder’s basis in its Lazard Group interests transferred to the Ltd Exchanging Subsidiaries pursuant to the Taxable Exchange.

  • The number of Lazard shares transferred by each Ltd Exchanging Subsidiary to an Exchangeable Holder pursuant to a Taxable Exchange will be determined in proportion to each such subsidiary’s respective interests in Lazard Group on the applicable Exchange Date.

  • Edgen and Partnership will treat Basis Adjustments occurring as a result of a Taxable Exchange as arising entirely on the Exchange Date unless there is a Determination to the contrary.

  • When there has been one or more Taxable Exchanges that affect the Realized Tax Benefit or Realized Tax Detriment for any Covered Taxable Year, the resulting decrease in the Actual Tax liability attributable to each Taxable Exchange shall be determined on a pro rata basis proportionate to the amount of deductions attributable to each Taxable Exchange divided by the amount of deductions attributable to all such Taxable Exchanges.

  • Finally, the statement described a “material weakness” with Gridsum’s internal financial controls discovered by PwC and Gridsum, namely that Gridsum lacked “sufficient financial reporting and accounting personnel with appropriate knowledge ofU.S. GAAP and SEC reporting requirements.” SAC ¶ 81.

  • Edgen and Partnership further agree for all purposes of this Agreement that Edgen’s share of the basis in the Exchange Assets shall be increased by the net positive Basis Adjustments immediately after each Taxable Exchange and immediately after any payment made by Edgen pursuant to this Agreement.

  • Holders of Class 4 Senior Note Claims (a) Recapitalization Treatment (b) Taxable Exchange Treatment (c) Senior Noteholder Subscription Rights (d) Character of Gain or Loss (e) Distributions in Discharge of Accrued Interest or OID 4.

  • For purposes of this Agreement, the Ltd Exchanging Subsidiaries and LFCM hereby agree that the fair market value of the Lazard shares received in the Taxable Exchange shall mean the trading value of such shares at the close of business on the Exchange Date.

  • In addition, Edgen and EDG LLC shall cause any subsidiary (including any subsidiaries acquired after the date hereof) of EDG LLC treated as a partnership for U.S. federal income Tax purposes to make an election under Section 754 of the Code for each Taxable Year in which any Taxable Exchange occurs.

  • This account shall be used to report the amount of goodwill attributed to the cost of acquiring a business or segment of a business from an unrelated party, as well as the cost of acquiring by purchase, development or other means such intangible assets as patents, copyrights, trade names, operating rights, and similar assets.

Related to Taxable Exchange

  • Applicable Exchange means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

  • Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.

  • taxable trading means carrying on a trade or business for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects, the profits of which are subject to corporation tax;

  • National Exchange means the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or the New York Stock Exchange.

  • Relevant Stock Exchange for the Fund means the primary exchange or quotation system on which shares (or other applicable securities) of the Fund are traded, as determined by the Calculation Agent.

  • Irish Stock Exchange means the Irish Stock Exchange Limited.

  • Reference Exchange means XETRA.

  • Alternative Stock Exchange means at any time, in the case of the Ordinary Shares, if they are not at that time listed and traded on the ASX, the principal stock exchange or securities market on which the Ordinary Shares are then listed or quoted or dealt in;

  • 1031 TAX EXCHANGE The seller of this property may facilitate this sale by use of a 1031 Exchange, and the buyer agrees to sign additional 1031 Exchange documents if required. The undersigned hereby ratify, accept and agree to the contract and acknowledge receipt of a copy thereof. SAMPLE CONDITION OF PROPERTY: THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY BY FORECLOSURE, DEED-IN-LIEU OF FORECLOSURE, FORFEITURE, TAX SALE, RIGHT OF EMINENT DOMAIN OR SIMILAR PROCESS AND CONSEQUENTLY AND OR ANY OTHER WAY. THE SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. XXXXX HAS HAD THE RIGHT TO INSPECT PROPERTY. THE PROPERTY IS SOLD AS IS, SUBJECT TO ANY AND ALL LOCAL GOVERMENT HOUSING CODE VIOLATIONS. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE PURCHASER ACKNOWLEDGES THAT THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN IN RESPECT TO: (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY OR IMPROVEMENTS; THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OR DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY OR IMPROVEMENTS;

  • taxable service means any service provided or to be provided –

  • Internal Distribution has the meaning set forth in the recitals hereof.

  • Taxable Wage Base means, with respect to any Plan Year, the contribution and benefit base under Section 230 of the Social Security Act at the beginning of such Plan Year.

  • National Securities Exchange means an exchange registered with the Commission under Section 6(a) of the Exchange Act or any successor thereto.

  • Recognized Exchange means The New York Stock Exchange or the Nasdaq National Market.

  • Approved Stock Exchange means the New York Stock Exchange, NASDAQ or such other stock exchange in the United States of America, the United Kingdom or Hong Kong as is approved in writing by the Facility Agent or, in each case, any successor thereto.

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

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation.

  • SIX Swiss Exchange means SIX Swiss Exchange AG and any successor thereto; and

  • recognised stock exchange means any stock exchange agreed upon by the competent authorities of the Contracting Parties;

  • Interest exchange means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter B, Chapter 10. The term does not include a merger or conversion.

  • Securities Exchange means, at any time, the registered national securities exchange on which the Corporation’s equity securities are then principally listed or traded, which shall be the New York Stock Exchange or NASDAQ Global Market (or similar national quotation system of the NASDAQ Stock Market) (“NASDAQ”) or any successor exchange of either the New York Stock Exchange or NASDAQ.

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

  • Recognized Stock Exchange means any stock exchange agreed upon by the competent authorities of the Contracting Parties;

  • Share Exchange has the meaning set forth in Section 2.1.

  • Recognised Exchange means the stock exchanges or markets set out in Appendix II.