Ticker Amount definition
Ticker Amount has the meaning set forth in Section 3.1(b)(iii).
Ticker Amount with respect to any Net Tax Benefit (whether or not determined and paid on a jurisdiction-by-jurisdiction basis) shall equal an amount equivalent to interest on a sum equal to the Net Tax Benefit, calculated at the Agreed Rate (i) in respect of the portion of the Net Tax Benefit attributable to Pre-IPO U.S. Tax Assets, from the due date (without extensions) for filing IRS Form 1120 (or any successor form) with respect to the U.S. Company Group Members for the applicable Taxable Year until the due date for payment of the associated Tax Benefit Payment under Section 3.1(a) and (ii) in respect of the portion of the Net Tax Benefit attributable to Pre-IPO German Tax Assets, from the date that is fifteen (15) months after the due date for filing relevant German tax returns.
Ticker Amount shall equal an amount equivalent to interest on a sum equal to the Net Tax Benefit, calculated at the Agreed Rate from the due date (without extensions) for filing IRS Form 1120 (or any successor form) with respect to the U.S. Company Group Members for the applicable Taxable Year until the due date for payment under Section 3.1(a).
Examples of Ticker Amount in a sentence
Notwithstanding anything to the contrary above, the Company and the Shareholder Representative agree that, absent a change in Law or a contrary Determination, no Tax withholding is required with respect to any ITR Payments under this Agreement (unless the Company and the Shareholder Representative reasonably agree that any Ticker Amount constitutes yearly interest and is not eligible for any exemption from U.K. withholding tax).
More Definitions of Ticker Amount
Ticker Amount means the amount equal to (x) the Base Purchase Price multiplied by (y) the Ticker Rate; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Ticker Amount with respect to any Net Tax Benefit shall equal an amount equivalent to interest on a sum equal to the Net Tax Benefit, calculated at the Agreed Rate in respect of the portion of the Net Tax Benefit attributable to the Covered Tax Assets, from the due date (without extensions) for filing IRS Form 1120 (or any successor or similar or analogous form) with respect to the Company Group Members for the applicable Taxable Year until the due date for payment of the associated Tax Benefit Payment under Section 3.1(a). For the avoidance of doubt, for tax purposes, the Ticker Amount shall not be treated as interest but shall instead be treated as a Tax Benefit Payment, unless otherwise required by applicable law.