Tax Conditions definition

Tax Conditions means, with respect to the premium being paid by Takeda to Ultragenyx under the Common Stock Purchase Agreement, Ultragenyx’s confirmation of receipt of the tax residence certificate (IRS Form 6166) from the U.S. Internal Revenue Service specified in Section 11.11(c) and appropriate submission of such certificate and required forms and information with the Osaka Regional Taxation Bureau.
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Tax Conditions means the following:
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Tax Conditions means (i) the Acquisition (as defined in the Charter) and Beneficial Ownership (as defined in the Charter) of Common Stock by Holder permitted by reason of the Ownership Limit Waiver (as defined in the Amended and Restated Ownership Limit Waiver Agreement) shall not and is not reasonably expected to cause the Company to be considered to own for purposes of Section 856(d)(2)(B), applying the applicable constructive ownership rules, an interest in any one or more tenants of the Company and its subsidiaries that is described in Section 856(d)(2)(B) of the Code and from which the Company derives, in the aggregate, more than 0.5% of its gross income for any calendar year; (ii) the Acquisition and Beneficial Ownership of Common Stock by Holder permitted by reason of the Ownership Limit Waiver shall not and is not reasonably expected to cause the Corporation to fail to qualify as a "domestically-controlled REIT" within the meaning of Section 897(h)(2) of the Code; or (iii) the Acquisition and Beneficial Ownership of Common Stock permitted by reason of the Ownership Limit Waiver shall not and will not cause any individual (within the meaning of Section 542(a)(2) of the Code, determined taking into account Section 856(h)(3)(A) of the Code) to be considered to have Beneficial Ownership of the Company's stock that violates the Ownership Limit, as increased by the Board pursuant to Section 12.9 of the Charter). [Remainder of Page Intentionally Left Blank; Signature Page Immediately Follows] THE XXXXX CORPORATION By: /s/ XXXXX X. XXXXXXXX -------------------------------------- Name: XXXXX X. XXXXXXXX -------------------------------------- Title: PRESIDENT AND CHIEF OPERATING OFFICER -------------------------------------- THE XXXXX LIMITED PARTNERSHIP By: THE XXXXX CORPORATION Its: General Partner By: /s/ XXXXX X. XXXXXXXX -------------------------------------- Name: XXXXX X. XXXXXXXX -------------------------------------- Title: PRESIDENT AND CHIEF OPERATING OFFICER -------------------------------------- [Signature Page to Amended and Restated Contingent Securities Purchase Warrant]
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Examples of Tax Conditions in a sentence

  • For purposes of the FIRB Condition, Parent acknowledges that standard tax compliance conditions imposed by Treasurer of the Commonwealth of Australia (or his delegate) consistent with those set out in Part A of Attachment A of Guidance Note 47 (Tax Conditions) issued by the Foreign Investment Review Board (updated 24 November 2016) will be acceptable to Parent.

  • Arsenal shall not demand payment under the PLR Bank Guarantee unless and until each of the Transaction Tax Conditions or the Post-Closing Franchise Tax Conditions, as the case may be, shall have been satisfied following receipt by Manchester from Arsenal of a request for payment in accordance with the Transaction Tax Condition or Post-Closing Franchise Tax Condition, as the case may be.

  • Alternatively, if the 382 Analysis indicates that the Tax Conditions are not Satisfied, then (i) the Tax Deficit as set forth in the Section 382 Study shall be less than or equal to $5,000,000.00 and (ii) Seller shall have agreed, in writing, to reduce the Purchase Price by the amount of the Tax Deficit.

  • Unless the Board, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 16.2 ( Tax Conditions Prior to Vesting and/or Exercise), take effect only when the Company receives it, together with payment of the Exercise Price (or, if the Board so permits, an undertaking to pay that amount).

  • Transfer or AllotmentAs soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 16 ( Tax Withholding) and any arrangement made under Rule 16.2 (Tax Conditions prior to Vesting and/or Exercise), transfer or procure the transfer to the Participant (or a nominee for them) or, if appropriate, allot to them (or a nominee for them) the number of Shares in respect of which the Option has been exercised.

  • Where a Relevant Proposal will, or may reasonably be expected to, result in the Tax Conditions ceasing to apply in a manner whereby the Performing Subsidiary could withhold Funding Payments, the NSW Government will be entitled to reject that Relevant Proposal.

  • If the 382 Analysis indicates that the Tax Conditions are satisfied, then Purchaser shall have received the 382 Opinion from Sxxxxxx.

Related to Tax Conditions

  • Special Conditions means Special Conditions of Contract, which override the General Conditions, also referred to as SCC.

  • Additional Conditions means the terms and conditions set out in the Offer Document.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Supplemental Conditions means those terms and conditions, if included in the Agreement by mutual written agreement of the Parties, which add to or modify the Agreement and are incorporated by reference as if fully set forth in the Agreement. In the case of a conflict between the Supplemental Conditions and the Agreement, the Supplemental Conditions shall prevail.

  • Specific Conditions means the conditions in addition or in variation to the general conditions which the Commission may lay down specifically for a distribution licensee;

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Environmental Conditions means the presence in the environment, including the soil, groundwater, surface water or ambient air, of any Hazardous Material at a level which exceeds any applicable standard or threshold under any Environmental Law or otherwise requires investigation or remediation (including, without limitation, investigation, study, health or risk assessment, monitoring, removal, treatment or transport) under any applicable Environmental Laws.

  • Special Condition means a condition of a Transporter's Licence or Shipper's Licence other than a Standard Condition;

  • General Conditions means the “International Development Association General Conditions for Credits and Grants”, dated July 1, 2005 (as amended through October 15, 2006).

  • Qualifying medical condition means seizure disorder,

  • General Condition means these General Terms and Conditions of Contract.

  • Litigation Conditions has the meaning set forth in Section 11.3.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Distribution Conditions means, with respect to any Restricted Payment or Restricted Junior Debt Prepayment, the following:

  • Business Condition of any Person shall mean the condition (financial or other), earnings, results of operations, business, properties or prospects of such Person.

  • Regulatory Conditions means the conditions set out in paragraphs 3.3 to 3.5 (inclusive) of Part A of Appendix I to the Announcement;

  • Abnormal Condition means any condition on the Interconnection Facilities which, determined in accordance with Good Utility Practice, is: (i) outside normal operating parameters such that facilities are operating outside their normal ratings or that reasonable operating limits have been exceeded; and (ii) could reasonably be expected to materially and adversely affect the safe and reliable operation of the Interconnection Facilities; but which, in any case, could reasonably be expected to result in an Emergency Condition. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not, standing alone, constitute an Abnormal Condition.

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Congenital Condition(s) means (a) any medical, physical or mental abnormalities existed at the time of or before birth, whether or not being manifested, diagnosed or known at birth; or (b) any neo-natal abnormalities developed within six (6) months of birth.

  • Funding Conditions With respect to any proposed Funding Date, the following conditions:

  • Conditions Precedent means the conditions precedent set out in clause 3 below;

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Eligibility Conditions means the eligibility conditions specified in the Act and the Rules including all the eligibility conditions listed in Clause [5] of the Tender Document.

  • Emergency medical condition means a medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) such that the absence of immediate medical attention could reasonably be expected to result in any of the following:

  • Terminal condition means an incurable condition caused by injury, disease, or illness that according to reasonable medical judgment will produce death within six months, even with available life-sustaining treatment provided in accordance with the prevailing standard of medical care.

  • Normal Operating Conditions means those Service conditions which are within the control of Grantee. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System.