Fifty-Percent or Greater Interest definition

Fifty-Percent or Greater Interest shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations thereunder.

Fifty-Percent or Greater Interest has the meaning ascribed to “50-percent or greater interest” in Sections 355(d) and 355(e) of the Code.

Examples of Fifty-Percent or Greater Interest in a sentence

• SpinCo hereby represents and warrants that, to the best knowledge of SpinCo, after due inquiry, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in SpinCo or any successor to SpinCo.

• To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in Ameriprise, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code.

• Horizon hereby represents and warrants that, to the best knowledge of Horizon, after due inquiry, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Horizon or any successor to Horizon.

• Spinco hereby represents and warrants that, to the best knowledge of Spinco, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Spinco or any successor to Spinco.

• To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in SNI, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code.

• To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in Scripps Spinco, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code.

• For purposes of calculating the Fifty-Percent or Greater Interest, the interest of such Persons shall be taken into account only to the extent that the percentage of stock owned directly or indirectly in the surviving corporation by each person owning stock in uBid immediately before the transaction does not decrease.

• Viad hereby represents and warrants that, to the best knowledge of Viad and the management of the Viad Group, after due inquiry, the Reorganization is not part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Viad or any successor to Viad.

• To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in EWS, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code.

• SpinCo hereby represents and warrants that, to the knowledge of SpinCo and the SpinCo Group's management, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in SpinCo or any successor to SpinCo.

More Definitions of Fifty-Percent or Greater Interest

Fifty-Percent or Greater Interest means Beneficial Ownership of 50% or more (by value or by voting power) of the Equity Securities of the Corporation.

Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code, which generally means stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote or at least 50% of the total value of shares of all classes of stock.

Fifty-Percent or Greater Interest has the meaning ascribed to such term for pur- poses of Sections 355(d) and (e) of the Code and the Treasury Regulations Thereunder. “Filing Date” has the meaning set forth in Section 6.04(d). “Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a Tax Period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the tax- payer, or by a comparable form under the Laws of a State, local or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of Law) the right of the tax- payer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a deci- sion, judgment, decree or other order by a court of competent jurisdiction, which has become fi- nal and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the Laws of a State, local or foreign taxing jurisdiction; (d) by any allowance of a Refund in respect of an overpayment of Tax, but

Fifty-Percent or Greater Interest has the meaning provided in section 355(d)(4) of the Code, provided that the aggregation rules of section 355(d)(7) of the Code shall apply for this purpose, and further provided that section 318(a)(2) of the Code shall apply but without regard to the phrase "50 percent or more in value" in section 318(a)(2)(C). Notwithstanding the foregoing, if (i) a Person acquires stock in Ascent by reason of holding stock in COMSAT, and (ii) such Person did not acquire stock in COMSAT pursuant to a plan (or series of related transactions) pursuant to which such Person acquired stock representing a Fifty-Percent or Greater Interest in COMSAT, Ascent, or any successor to either COMSAT or Ascent, the acquisition in clause (i) shall not be taken into account for purposes of determining whether a Person acquired stock representing a Fifty-Percent or Greater Interest in COMSAT, Ascent, or any successor to either COMSAT or Ascent.