Early Complete Termination. The Corporation may elect to terminate this Agreement, with the consent of the Existing Stockholders Representative (an “Early Complete Termination”) by (i) delivering to the Existing Stockholders Representative notice of its intention to exercise such right (“Early Termination Notice”) and (ii) paying to the Existing Stockholders (1) the Early Termination Payment, (2) any Annual Tax Payment agreed to by the Corporation and the Existing Stockholders as due and payable but unpaid as of the Early Termination Date and (3) any Annual Tax Payment due for the Taxable Year ending prior to, with or including the date of the Early Termination Notice. In the event of an Early Complete Termination, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions (substituting references to the date of such Early Termination Notice for references to the Early Termination Date in the definition of Valuation Assumptions).
Appears in 3 contracts
Samples: Income Tax Receivable Agreement (Sun Country Airlines Holdings, Inc.), Income Tax Receivable Agreement (Sun Country Airlines Holdings, Inc.), Income Tax Receivable Agreement (Sun Country Airlines Holdings, Inc.)
Early Complete Termination. The Subject to Section 3.03, except as provided in Section 5.02, the Corporation may elect to terminate this Agreement, with the consent of the Existing Stockholders Representative Agreement (an “Early Complete Termination”) by (i) delivering to the Existing Stockholders Representative notice of its intention to exercise such right (“Early Termination Notice”) and (ii) paying to the Existing Stockholders (1) the Early Termination Payment, (2) any Annual Tax Benefit Payment agreed to by the Corporation and the Existing Stockholders as due and payable but unpaid as of the Early Termination Date and (3) any Annual Tax Benefit Payment due for the Taxable Year ending prior to, with or including the date of the Early Termination Notice. In the event of an Early Complete Termination, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions (substituting references to the date of such Early Termination Notice for references to the Early Termination Date in the definition of Valuation Assumptions).
Appears in 3 contracts
Samples: Income Tax Receivable Agreement, Income Tax Receivable Agreement (Sabre Corp), Income Tax Receivable Agreement (Sabre Corp)
Early Complete Termination. The Except as provided in Section 5.02, the Corporation may elect to terminate this Agreement, with the consent of the Existing Stockholders Representative Agreement (an “Early Complete Termination”) by (i) delivering to the Existing Stockholders Representative notice of its intention to exercise such right (“Early Termination Notice”) and (ii) paying to the Existing Stockholders (1) the Early Termination Payment, (2) any Annual Tax Benefit Payment agreed to by the Corporation and the Existing Stockholders as due and payable but unpaid as of the Early Termination Date and (3) any Annual Tax Benefit Payment due for the Taxable Year ending prior to, with or including the date of the Early Termination Notice. In the event of an Early Complete Termination, the Early Termination Payment shall be calculated utilizing the Valuation Assumptions (substituting references to the date of such Early Termination Notice for references to the Early Termination Date in the definition of Valuation Assumptions).
Appears in 3 contracts
Samples: Tax Receivable Agreement (Graftech International LTD), Tax Receivable Agreement (Graftech International LTD), Tax Receivable Agreement (Graftech International LTD)
