COMPLETE TERMINATION TEST Sample Clauses

COMPLETE TERMINATION TEST. The purchase of a U.S. holder's Shares by Purchaser pursuant to the Offer will result in a "complete redemption" of the U.S. holder's equity interest in Cendant if all of the Shares that are actually owned by the U.S. holder are sold pursuant to the Offer and the Shares that are constructively owned by the U.S. holder are sold pursuant to the Offer or, with respect to Shares owned by certain related individuals, the U.S. holder effectively waives, in accordance with Section 302(c) of the Code, attribution of Shares which otherwise would be considered as constructively owned by the U.S. holder. U.S. holders wishing to satisfy the "complete redemption" test through waiver of the constructive ownership rules should consult their tax advisors.
Sample 1
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COMPLETE TERMINATION TEST. The purchase of a United States holder's shares by us under our offer will result in a "complete termination" of the United States holder's equity interest in Wells Financial if xxx of the shares that are actually owned by the United States holder are sold under our offer and all of the shares that are constructively owned by the United States holder, if any, are sold under our offer or, with respect to shares owned by certain related individuals, the United States holder effectively waives, in accordance with Section 302(c) of the Code, attribution of shares which otherwise would be considered as constructively owned by the United States holder. United States holders wishing to satisfy the "complete termination" test through waiver of the constructive ownership rules should consult their tax advisors.
Sample 1
COMPLETE TERMINATION TEST. The purchase of a U.S. Xxxxxx's Shares by us under the Offer will result in a "complete termination" of the U.S. Xxxxxx's equity interest in us if (a) all of the Shares that are actually owned by the U.S. Holder are sold under the Offer, and (b) all of the Shares that are constructively owned by the U.S. Holder, if any, are sold under the Offer or, with respect to 33 constructively owned Shares that are owned by certain related individuals, the U.S. Holder has effectively waived, in accordance with Section 302(c) of the Code, constructive ownership of all such Shares. U.S. Holders wishing to satisfy the "complete termination" test through waiver of the constructive ownership rules should consult their tax advisors. -- Substantially Disproportionate Test. The purchase of a U.S. Xxxxxx's Shares by us under the Offer will result in a "substantially disproportionate" redemption with respect to the U.S. Holder if, among other things, (a) immediately after the sale pursuant to our Offer the percentage of the then outstanding voting stock actually and constructively owned by the U.S. Holder is less than 80% of the percentage of voting stock actually and constructively owned by the U.S. Holder immediately before the purchase (treating as outstanding all Shares purchased under the Offer); and (b) immediately following the exchange the U.S. Holder actually and constructively owns less than 50% of our total combined voting power. -- Not Essentially Equivalent to a Dividend Test. The purchase of a U.S. Holder's Shares by us under the Offer will be treated as "not essentially equivalent to a dividend" if the reduction in the U.S. Holder's proportionate interest in us (taking into account the rules of constructive ownership) as a result of the purchase constitutes a "meaningful reduction." Whether the sale by the U.S. Holder pursuant to the Offer will result in a "meaningful reduction" of the shareholder's proportionate interest will depend on the U.S. Xxxxxx's particular facts and circumstances. The determination of whether the receipt of cash by a shareholder who sells Shares under the Offer will be "not essentially equivalent to a dividend" is independent of whether or not we have current or accumulated "earnings and profits." The Internal Revenue Service has indicated in a published revenue ruling, under the particular facts of the ruling, that even a small reduction in the percentage interest of a shareholder (a 3.3% reduction in a minority shareholder interest und...
Sample 1

Related to COMPLETE TERMINATION TEST

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Integration; Termination This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

  • Performance Termination Commencing with the expiration of Fiscal Year 2014, in the event that Adjusted NOI does not equal or exceed the Performance Threshold, then the Tenant shall have the option to terminate this Agreement by providing a ninety (90) day written notice to the Management Company. To terminate this Agreement, Tenant must deliver written notice of such election to Management Company no later than sixty (60) days following Tenant’s receipt of the annual financial reports for such Fiscal Year.

  • Effective Date; Termination This Agreement shall become effective upon execution by all of the Parties and shall continue in force until terminated in accordance with Clause 8.2(a).

  • Earlier Termination Your employment hereunder shall terminate prior to the Initial Term (or any renewal term, in the event of renewal) on the following terms and conditions:

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Termination for Permanent Disability If Executive’s employment is terminated by the Company for Permanent Disability, Executive shall be entitled to receive (i) Executive’s fully earned but unpaid base salary, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due, (ii) an amount equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, (iii) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, and (iv) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA. In addition, if Executive’s employment is terminated by the Company for Permanent Disability, the vesting and/or exercisability of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of shares that would vest over the twelve (12) months following Executive’s date of termination under the applicable vesting schedules had Executive remained continuously employed by the Company during such period. Except as otherwise provided above with respect to accelerated vesting, if Executive’s employment is terminated by Permanent Disability, the provisions of the award agreements governing Executive’s Stock Awards regarding the exercisability of such Stock Awards following Executive’s disability shall apply.

  • Terminating Events Subject to Section 7 hereof, upon the effective date of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation of the Company (a "Transaction"), the Option shall continue in effect in accordance with its terms and the Optionee shall be entitled to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property, or other consideration that each holder of Shares was entitled to receive in the Transaction.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

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