Teton Deduction definition

Teton Deduction means, with respect to any exercise of the Put Option, the Change of Control Put Option or Fundamental Change Put Option, the product of (i) the Teton Value and (ii) a fraction the numerator of which shall be the principal amount of the Note to be purchased pursuant to such exercise and the denominator of which shall be $60,000,000.
Teton Deduction means, with respect to any exercise of the Put Option, the Change of Control Put Option or Fundamental Change Put Option, the product of (i) the Teton Value and (ii) a fraction the numerator of which shall be the principal amount of the Note to be purchased pursuant to such exercise and the denominator of which shall be $60,000,000.Change of Control Put OptionIf a Change of Control or a Key Executive Change occurs at any time, the Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase on the Change of Control Exercise Date (as defined below) all or any portion of the Unpaid Principal Amount of this Note (the “Change of Control Put Option”) for a purchase price in cash (the “Change of Control Put Consideration”) equal to (i) 101% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Change of Control Exercise Date minus (ii) the Teton Deduction. The Change of Control Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Change of Control Exercise Date against the delivery to GAMCO of this Note duly endorsed to it or in blank; provided, however, that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. GAMCO shall give the Holder prompt written notice if a Change of Control or a Key Executive Change occurs (a “Notice”). In order to exercise the Change of Control Put Option with respect to any Change of Control or Key Executive Change, the Holder must deliver a written notice of its election to exercise to GAMCO within 30 days after it has received the Notice relating thereto and the closing of any exercise of the Change of Control Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the 30th day after GAMCO receives such written notice, or at such other time and place upon which the Holder and GAMCO shall agree (the “Change of Control Exercise Date”).

Examples of Teton Deduction in a sentence

  • The Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase all or any portion of the Unpaid Principal Amount of this Note (the “Put Option”) on October 2, 2009 (the “Exercise Date”) for a purchase price in cash (the “Put Consideration”) equal to (i) 100% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Exercise Date minus (ii) the Teton Deduction (as defined below).

  • The Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase all or any portion of the Unpaid Principal Amount of this Note (the "Put Option") on May 15, 2007 (the "Exercise Date") for a purchase price in cash (the "Put Consideration") equal to (i) 100% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Exercise Date minus (ii) the Teton Deduction (as defined below).

Related to Teton Deduction

  • Transaction Deductions means all Tax deductions available to any Group Company, to the extent permitted by applicable Law, as a result of or in connection with the repayment of Indebtedness, the payment of Group Company Transaction Expenses and payments of amounts that would have been Group Company Transaction Expenses but for the fact that they were paid prior to the Closing, and the payment of any fees or other costs and expenses associated with the transactions contemplated by this Agreement, in each case that are economically borne by Seller.

  • Agreed Deductions means any deductions the Agency Worker has agreed can be made from their pay;

  • Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

  • Allowable Deductions means the following costs, charges, and expenses incurred or accrued by Payor:

  • FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

  • UK Tax Deduction means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document, other than a FATCA Deduction.

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

  • post compulsory deduction salary means the amount of salary available to be packaged after payroll deductions required by legislation or order have been taken into account. Such payroll deductions may include, but are not limited to, taxes, compulsory superannuation payments, HECS payments, child support payments, and judgement debtor/garnishee orders.

  • PRE-2017 NET OPERATING LOSS CARRYFORWARD means any net operating loss incurred in a taxable year beginning before January 1, 2017, to the extent such loss was permitted, by a resolution or ordinance of the Municipality that was adopted by the Municipality before January 1, 2016, to be carried forward and utilized to offset income or net profit generated in such Municipality in future taxable years.(B) For the purpose of calculating municipal taxable income, any pre-2017 net operating loss carryforward may be carried forward to any taxable year, including taxable years beginning in 2017 or thereafter, for the number of taxable years provided in the resolution or ordinance or until fully utilized, whichever is earlier.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Input Tax Credit means the credit of input tax;

  • 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.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Nonrecourse Deduction shall have the meaning given such term in Regulations Section 1.704-2(b)(1).

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

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • Member Nonrecourse Deduction has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Carryback means any net operating loss, net capital loss, excess tax credit, or other similar Tax item which may or must be carried from one Tax Period to another Tax Period under the Code or other applicable Tax Law.

  • Net Loss means, for each fiscal year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows:

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Aggregate Net Losses means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

  • Member Nonrecourse Deductions has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).