Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.
Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.
Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.
First Merger shall have the meaning given in the Recitals hereto.
Company Merger shall have the meaning given in the Recitals.
Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.
Merger Sub Board means the board of directors of Merger Sub.
Second Merger has the meaning set forth in the Recitals.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Closing shall have the meaning set forth in Section 2.2.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.
Merger Sub II has the meaning set forth in the Preamble.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Sub I has the meaning set forth in the Preamble.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Total Merger Consideration has the meaning set forth in Section 2.2(a).