Owner Shift definition

Owner Shift shall have the meaning assigned to such term in Section 4.1.
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Owner Shift means an increase in ownership of Corporation Securities that counts towards an “ownership change” as determined in accordance with Section 382.
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Owner Shift means the issuance of Stock, including the issuance of Stock pursuant to the exercise of an Option that the Company has treated as not being subject to constructive ownership pursuant to Treasury Regulation § 1.382-4(d)(7) or otherwise, that results in an “owner shift involving a 5-percent shareholder” within the meaning of Code § 382(g)(2) and Temporary Treasury Regulation § 1.382-2T(e)(1) or an “equity structure shift involving a 5-percent shareholder” within the meaning of Code § 382(g)(3) and Temporary Treasury Regulation 1.382-2T(e)(2).
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Examples of Owner Shift in a sentence

  • No Initial Five-Percent Shareholder shall be permitted to cause a greater “owner shift” than the Owner Shift Limit of such Initial Five-Percent Shareholder.

  • The Board shall authorize any Proposed Transaction that, taking into account all prior transfers effected during the applicable “testing period” under Section 382, does not result in an aggregate Owner Shift of more than 45% for purposes of Section 382.

  • Each Initial Five-Percent Shareholder shall be permitted to acquire or dispose of Company Securities so long as, in the aggregate, the Company does not undergo an “owner shift” (as that term is defined in Section 382 of the Code and the Treasury Regulations thereunder) of greater than the Permitted Owner Shift in any “testing period” (as that term is defined in Section 382 of the Code and the Treasury Regulations thereunder).

  • Within five (5) Business Days following the date of delivery of a Section 382 Notice, Parent shall deliver to the Stockholder a determination (including supporting analysis) as to whether, in its reasonable judgment based upon advice of outside tax counsel, such Share Acquisition would be more likely than not to result in an increase in the Aggregate Section 382 Owner Shift (such an affirmative determination, an “Owner Shift Determination”).

  • Furthermore, the Board shall approve, within three (3) Business Days of receiving a Request as provided in this Subsection (c), any proposed Transfer that does not result in any net Owner Shift.

  • For any transaction occurring between Initial Five-Percent Shareholders, any resulting “owner shift” shall be allocated equally to each such Initial Five-Percent Shareholder’s Owner Shift Limit.

  • Each 5% Shareholder at the Effective Date shall not be permitted to cause a greater “owner shift” in any “testing period” than the product of (i) the Permitted Owner Shift and (ii) a fraction equal to such 5% Shareholder’s ownership as of the Effective Date divided by the aggregate ownership of all 5% Shareholders as of the Effective Date (such product, the “Owner Shift Limit”).

  • Notwithstanding the foregoing, the Liquidating Trustee will provide the Liquidating Trustee Findings to PCC no later than July 14, 2005 along with reasonable support and detail for such Liquidating Trustee Findings sufficient to demonstrate that the Liquidating Trustee Findings meet the Threshold Standard, including, but not limited to, the KPMG reports entitled "Section 382 Ownership Change Analysis," "KPMG/382 Owner Shift Percentages," and NUBIG Report (the "Liquidating Trustee Findings Support").

  • Notwithstanding any provision of this Plan or the terms of any Award to the contrary, no Holder shall be permitted to exercise any Award to the extent that the Committee, acting in a commercially reasonable manner, determines that exercise of such Award would result in an Owner Shift, unless the Board has approved such Exercise.

  • Delivery of an executed signature page of this Agreement by electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

Related to Owner Shift

  • Owner/Operator means a requirement applies to the owner and/or operator of a TRU or TRU gen set, as determined by agreement or contract between the parties if the two are separate business entities.

  • construction site means a workplace where construction work is being performed;

  • Owner/operator means the owner(s), operator(s), lessor(s), lessee(s) and/or supervisor(s) of an air contaminant source and/or a person authorized to represent such person(s).

  • Service Control Point (SCP) is the node in the common channel signaling network that accepts Queries for certain Database services. The SCP is a real time database system that receives Queries from service platforms, performs subscriber or application-specific service logic, and then sends a Response back to the Query-originating platform. Such service platforms can be Service Switching Points (SSPs) or other network nodes capable of properly formatting and launching Queries.

  • Design-Builder means the Person selected pursuant to the RFP that enters into the Contract with the Department to design and construct the Project (also referred to as the “Design-Build Team”).

  • Owners means the party identified in Box 2.

  • Construction Contractor means a person who undertakes to or offers to undertake to, or purports to have the capacity to undertake to, or submits a bid to, or does himself or by or through others, construct, alter, repair, add to, subtract from, improve, move, wreck, or demolish any building, highway, road, railroad, excavation, or other structure, project, development, or improvement to real property, or to do any part thereof. "Construction contractor" includes subcontractors, specialty contractors, prime contractors, and any person receiving consideration for the general supervision and/or coordination of such a construction project except for remediation contracting. This definition shall govern without regard to whether or not the construction contractor is acting in fulfillment of a contract.

  • Construction Phase means that Phase of the Project which shall commence after the Authority provides the Trade Contractor with written Notice to Proceed with the Construction Phase.

  • Owner means the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for that purpose.

  • Construction Completion Date means the date by which the overall development of the Project is completed in accordance with the provisions of this Agreement and when the Construction Completion Certificate is issued by the Independent Engineer as per Article 14.1.

  • Meter Operator means a party appointed for the purposes of the BSC, to:

  • Construction Period means the period commencing from the Appointed Date and ending on the date of the Completion Certificate;

  • Construction Plant means appliances, machinery with necessary supply to up keep and maintenance of the works or temporary works but dose not include materials or other things intended to form part of the permanent work.

  • CONSTRUCTION EQUIPMENT means all appliances and equipment of whatsoever nature for the use in or for the execution, completion operation or maintenance of the work unless intended to form part of permanent work.

  • Construction Manager means a competent person responsible for the management of the physical construction processes and the coordination, administration and management of resources on a construction site;

  • Building Contractor means the building contractor or developer appointed or to be appointed by the Grant Recipient in respect of a Firm Scheme; Business Day means any day other than a Saturday, Sunday or a statutory Bank Holiday in England;

  • EPC Contractor means Seller’s engineering, procurement and construction contractor or such Person performing those functions.