Third Internal Distribution definition

Third Internal Distribution shall have the meaning set forth in the Recitals.
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Third Internal Distribution means the distribution by VMSI Holdings of all the common stock of Internal SpinCo to Parent in a transaction intended to qualify as a distribution that is generally tax free pursuant to Section 355(a) of the Code.
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Third Internal Distribution means the distribution by SolarWinds Intermediate Holdings II, Inc. to SolarWinds Corporation of (i) all of the shares of SpinCo Common Stock and (ii) the net proceeds of the SpinCo Financing Cash Distribution (less any amounts that are to be used to repay any existing Indebtedness of Solar Winds Holdings) received from SolarWinds Intermediate Holdings, I in the Second Internal Distribution.
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Examples of Third Internal Distribution in a sentence

  • Each of UWWH, IP and Spinco represents and warrants, as of the date hereof and as of the Effective Time, that it knows of no fact (after due inquiry) that would prevent the Tax treatment of the Controlled 1 Contribution, the First Internal Distribution, the Second Internal Distribution, the Third Internal Distribution, the Spinco Contribution, the Distribution or any other Covered Transaction from being consistent with the Tax-Free Status of the Transactions.

  • Distributing 4’s basis in its Distributing 3 stock and Controlled 1 stock immediately after the Third Internal Distribution will be the same as its basis in the Distributing 3 stock immediately before the Third Internal Distribution, allocated between the stock of Distributing 3 and Controlled 1 in proportion to the fair market value of each immediately following the Third Internal Distribution in accordance with Treas.

  • The Controlled 3 Contribution, together with the Third Internal Distribution, will be a reorganization within the meaning of section 368(a)(1)(D).

  • Internal Distributing 4’s holding period in the Internal Controlled 2 stock received in the Third Internal Distribution will include the holding period of the Internal Distributing 3 stock held by Internal Distributing 4 with respect to which the Third Internal Distribution is made, provided that such Internal Distributing 3 stock is held as a capital asset on the date of the Third Internal Distribution.

  • Distributing 4 will not recognize any gain or loss (and no amount will be includible in its income) upon its receipt of the stock of Controlled 1 in the Third Internal Distribution.

  • Upon receipt of a completed application meeting the requirements of this Ordinance and the appropriate permit application fee, the Clerk shall refer a copy of the application to each of the following for their approval: the Fire Chief, the Building Inspector, the Planner, and the Treasurer.

  • Distributing 3 will recognize no gain or loss on the Third Internal Distribution.

  • Distributing 4’s holding period in the Controlled 3 stock received in the Third Internal Distribution will include the holding period of the Distributing 3 stock with respect to which the distribution of the Controlled 3 is deemed to have been made, provided such Distributing 3 stock is held as a capital asset on the date of the Third Internal Distribution.

  • Distributing 4 will recognize no gain or loss in the Third Internal Distribution.

  • Internal Distributing 3 will recognize no gain or loss on the Third Internal Distribution.


More Definitions of Third Internal Distribution

Third Internal Distribution means the distribution of all of the stock of Controlled 1 from Distributing 3 to IP.
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Third Internal Distribution means the distribution by SolarWinds Intermediate Holdings II, Inc. of all of the issued and outstanding shares of SpinCo Common Stock to SolarWinds Corporation effective as of [●].
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Related to Third Internal Distribution

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

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Holding Shares pursuant to Section 5.2(a) or 5.2(c) on the Final Scheduled Termination Date, an Early Termination Date or a Redemption Date.

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Special Distribution has the meaning set forth in Section 11.4.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Capital Distribution means a payment made, liability incurred or other consideration given for the purchase, acquisition, redemption or retirement of any capital stock or other equity interest of any Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of the Company in question) in respect of any Company's capital stock or other equity interest.

  • Rated Final Distribution Date With respect to each Class of Rated Certificates, the Distribution Date in May 2048.

  • Notice of Final Distribution The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

  • Special Distribution Date Means, with respect to the Class A Certificates, each date on which a Special Payment is to be distributed as specified in this Agreement.

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

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

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • First Distribution Date Initial Certificate Principal Balance of this May 27, 2003 Certificate as of the Cut-off Date: $___________ Master Servicer: Wells Fargo Bank Mixxxxxta, National Association CUSIP: ___________ Assumed Final Distribution Date: ___________ ASSET-BACKED CERTIFICATE SERIES 2003-AC2 This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backex Xxxxxities, Inc., the Master Servicer, the Trustee or the Securities Administrator referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backex Xxxxxities, Inc., the Master Servicer, the Trustee or the Securities Administrator or any of their affiliates or any other person. None of Bear Stearns Asset Backex Xxxxxities, Inc., the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the "Trust Fund") generally consisting of conventional first lien, fixed rate mortgage loans secured by one- to four- family residences, units in planned unit developments and individual condominium units (collectively, the "Mortgage Loans") sold by Bear Stearns Asset Backex Xxxxxities, Inc. ("BSABS"). The Mortgage Loans were sold by EMC Mortgage Corporation