Allocation of Deductions. Income Tax deductions with respect to the vesting and settlement of Adjusted Pinnacle Awards pursuant to Section 2.5 of the Merger Agreement shall be claimed solely by the Pinnacle Group (including, after the Effective Time of the Merger, GLPI and its Affiliates).
Allocation of Deductions. To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options or vesting or settlement of stock appreciation rights, restricted stock units, performance stock units, or deferred stock units, in each case, following the relevant Distribution, with respect to UTC stock, Carrier stock, or Otis stock (such options, stock appreciation rights, restricted stock units, performance stock units, and deferred stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of a UTC Group Employee or Former UTC Group Employee, solely by the UTC Group, (ii) in the case of a Carrier Group Employee or Former Carrier Group Employee, solely by the Carrier Group, (iii) in the case of an Otis Group Employee or Former Otis Employee, solely by the Otis Group, and (iv) in the case of a non-employee director, by the Company for which the director serves as a director following the Distributions (provided, that in the case of any director who serves on the board of directors of two or more of UTC, Carrier, or Otis, each Company shall be entitled only to the deductions arising in respect of its own stock or equity awards).
Allocation of Deductions. To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options to acquire SYNNEX or Concentrix stock, vesting of “restricted” SYNNEX stock or Concentrix stock, or settlement of restricted stock awards, restricted stock units, performance-based restricted stock units, performance share units, or deferred stock units, in each case, following the Distribution, with respect to SYNNEX stock or Concentrix stock (such options, restricted stock, restricted stock units, performance share units, and deferred stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an SYNNEX Group Employee or Former SYNNEX Group Employee, solely by the SYNNEX Group, and (ii) in the case of a Concentrix Group Employee or Former Concentrix Group Employee, solely by the Concentrix Group. To the extent permitted by applicable law, Income Tax deductions with respect to shares issued under the SYNNEX Equity Plan or the Concentrix Equity Plan (each as defined in the Employee Matters Agreement) shall be claimed (i) in the case of SYNNEX shares issued (or Concentrix shares received in respect of SYNNEX shares issued) under the SYNNEX Equity Plan, solely by the SYNNEX Group, and (ii) in the case of Concentrix shares issued under the Concentrix Equity Plan, solely by the Concentrix Group.
Allocation of Deductions. (i) To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options or vesting or settlement of restricted stock units, in each case, following the Distribution, with respect to New IAC stock or IAC stock (such options and restricted stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an IAC Employee or Former IAC Employee, solely by the New IAC Group, (ii) in the case of a Match Employee or Former Match Employee, solely by the New Match Group, and (iii) in the case of a non-employee director (solely with respect to Compensatory Equity Interests received in his or her capacity as a director), by the Company for which the director serves as a director following the Distribution (provided, that in the case of any director who serves on the board of directors of both New IAC and IAC, each Company shall be entitled only to the deductions arising in respect of such Compensatory Equity Interests denominated in its own stock).
(ii) To the extent that, notwithstanding the allocation set forth in Section 6.02(a)(i), (A) the New IAC Group is not entitled to claim any Income Tax deductions arising by reason of exercises of IAC Service Provider Options (“IAC Service Provider Option Deductions”), (B) IAC, or any member of the New Match Group, is entitled to claim such IAC Service Provider Option Deductions, and (C) IAC (or such member of the New Match Group) actually realizes in cash any Tax Benefit as a result of such IAC Service Provider Option Deduction (and such Tax Benefit would not have arisen but for such IAC Service Provider Option Deduction, determined on a “with and without” basis), then, IAC shall claim such Income Tax deduction and shall make a payment to New IAC within 30 days following the actual realization of such Tax Benefit, in an amount equal to the Tax Benefit actually realized in cash. If IAC pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.
Allocation of Deductions. To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options to purchase Parent or SpinCo stock or settlement of restricted stock awards, restricted stock units or performance stock unit awards, in each case, following the Distribution, with respect to Parent stock or SpinCo stock (such options, restricted stock units, or performance stock unit awards, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed by the issuing corporation.
Allocation of Deductions. To the extent permitted by applicable Tax Law, Income Tax deductions arising by reason of the settlement, exercise or vesting of any BGC Equity Awards or Newmark Equity Awards with respect to BGC Partners stock or Newmark stock, grant of exchangeability, redemption or exchange for BGC Partners stock or Newmark stock of any equity interests in BGC Holdings or Newmark Holdings, or any other compensatory equity or equity-based award, in each case, following the Deconsolidation (such equity or equity-based awards, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an active or former BGC Employee, solely by the BGC Group, (ii) in the case of an active or former Newmark Employee, solely by the Newmark Group, and (iii) in the case of a non-employee director, by the Company for which the director serves a director following the Effective Time; provided, that in the case of any executive officer or director who is to be assigned to both BGC Partners and Newmark, each Company and the members of its Group shall be entitled only to the deductions arising in respect of the stock, equity interests or equity awards of such Company or members of its Group.
Allocation of Deductions. To the extent permitted by applicable Tax Law, Income Tax deductions arising from exercises of compensatory options, settlement of restricted stock unit awards, or exercises, vesting or settlement of any other compensatory equity or equity-based award, in each case, with respect to EQT stock or SpinCo stock, and in each case following the External Distribution (such options, restricted share awards, restricted stock unit awards, and other compensatory equity or equity-based awards, collectively, “Compensatory Equity Interests”), shall be claimed (A) in the case of an EQT Group Employee, Former EQT Group Employee or EQT Non-Employee Director (an “EQT Comp Deduction”), solely by the EQT Group, and (B) in the case of a SpinCo Group Employee, Former SpinCo Group Employee or Transferred Director (a “SpinCo Comp Deduction”), solely by the SpinCo Group. To the extent that any EQT Comp Deduction may not be claimed under applicable Tax Law by a member of the EQT Group but may be claimed under applicable Tax Law by a member of the SpinCo Group, SpinCo shall (or shall cause the relevant member of the SpinCo Group to) claim such deduction. To the extent that any SpinCo Comp Deduction may not be claimed under applicable Tax Law by a member of the SpinCo Group but may be claimed under applicable Tax Law by a member of the EQT Group, EQT shall (or shall cause the relevant member of the EQT Group) to claim such deduction.
Allocation of Deductions. To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of Options to acquire Parent or Spinco stock, vesting of “restricted” Parent stock or Spinco stock, or settlement of restricted stock units, in each case, following the Distributions, with respect to Parent stock or Spinco stock (such Options, restricted stock and restricted stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an active employee, solely by the Party that employs such Person at the time of exercise, vesting, or settlement, as applicable, and (ii) in the case of a former employee, solely by the Party that last employed such Person (the Party described in clause (i) or (ii), the “Employing Party”).
Allocation of Deductions. To the extent permitted by applicable law, Income Tax deductions arising by reason of the grants of or exercises of options or stock appreciation rights or the grants of or vesting or settlement of restricted stock units, performance share awards, or deferred stock unit awards, in each case, following the Effective Time, with respect to Parent stock or SpinCo stock (such options, stock appreciation rights, restricted stock units, performance share awards, and deferred stock unit awards, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of a Parent Employee or Former Employee, solely by the Parent Group, (ii) in the case of a SpinCo Employee, solely by the SpinCo Group, and (iii) in the case of a non-employee director, by the issuing corporation.
Allocation of Deductions. To the extent permitted by applicable law, Income Tax deductions arising by reason of exercises of options or vesting or settlement of restricted stock units, restricted stock, or performance share units, in each case, following the Distribution, with respect to Encompass stock or Enhabit stock (such options, restricted stock units, restricted stock, and performance share units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of an Encompass Group Employee or Former Encompass Group Employee, solely by the Encompass Group, (ii) in the case of an Enhabit Group Employee or Former Enhabit Group Employee, solely by the Enhabit Group, and (iii) in the case of a non-employee director (solely with respect to Compensatory Equity Interests received in his or her capacity as a director), by the Company that issued such Compensatory Equity Interests.
