Non-Assignability; Tax Treatment Sample Clauses

Non-Assignability; Tax Treatment. The right to receive the Trading Price Consideration pursuant to this Section 2.04 prior to the actual receipt thereof shall not be assignable or transferable (except to Permitted Transferees after prior written notice to Subversive) and the Parties hereby agree that the rights Table of Contents to receive the portion of the Trading Price Consideration shall not be evidenced by negotiable certificates and that the Parties shall not take any action to make such rights “readily marketable” (as such term is used in Revenue Procedure 84-42). The Parties intend that: (i) the Trading Price Consideration received by SC Vessel pursuant to this Section 2.04 shall be considered as Subversive Common Shares received from Subversive in exchange for OG Enterprises Shares and that no gain or loss shall be recognized by SC Vessel, or its direct or indirect owners, as a result of the receipt of such Trading Price Consideration pursuant to Sections 354 and 368 of the Code, and (ii) such Trading Price Consideration shall not constitute “boot” for purposes of Sections 354 and 368 of the Code. The Parties agree to report such Trading Price Consideration consistently with the foregoing and agree not to take any positions or to cause or permit any action or position to be taken inconsistent with the foregoing, unless otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code. In the event that the position in this Section 2.04(c) is disputed by any Governmental Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Party, and shall use reasonable best efforts to contest such dispute in a manner consistent with this Section 2.04(c).
Sample 1
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Non-Assignability; Tax Treatment. The interests, if any, of any LCV Shareholder, any holder of the LCV 2019 Notes, any holder of the 2020 Warrants or any Employed Option Holder of any portion of the Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares pursuant to this Section 2.04 shall not be assignable or transferable (except to Permitted Transferees of such LCV Shareholder and after prior written notice to Subversive) and the Parties hereby agree that the rights to receive the portion of the Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares shall not be evidenced by negotiable certificates and that the Parties shall not take any action to make such rights “readily marketable” (as such term is used in Revenue Procedure 84-42). Subject to Section 2.02(b) and Section 2.02(j), the Parties intend that (x) Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares received by the LCV Shareholders pursuant to this Section 2.04 shall be considered for US federal income tax purposes as stock received from Subversive in exchange for LCV Shares and that no gain or loss shall be recognized by the LCV Shareholders as a result of the receipt of such Contingent Merger Consideration pursuant to Sections 354 and 368 of the Code, and (y) that such Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares shall not constitute “boot” for purposes of Sections 354 and 368 of the Code. The Parties agree to report such Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares consistently with the foregoing and agree not to take any positions or to cause or permit any action or position to be taken inconsistent with the foregoing.
Sample 1

Related to Non-Assignability; Tax Treatment

  • Non-Assignability This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 11. Without limiting the foregoing, the Executive's right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his will or trust or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this paragraph the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

  • Non-Assignability of Option The Option shall not be given, granted, sold, exchanged, transferred, pledged, assigned or ­otherwise encumbered or disposed of by Optionee, excepting by Will or the laws of descent and distribution, and, during the lifetime of Optionee, shall not be exercisable by any other person, but only by Optionee.

  • Non-assignability; Termination (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

  • Assignability This Agreement shall not be assigned by either party without the prior written consent of the other.

  • Nonassignability Neither this Agreement nor any right or interest hereunder shall be assignable by the Executive, his beneficiaries, dependents or legal representatives without the Company’s prior written consent; provided, however, that nothing in this Section 7.10 shall preclude (a) the Executive from designating a beneficiary to receive any benefit payable hereunder upon his death or (b) the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to the Person(s) entitled thereto.

  • Indemnitee Rights on Unfavorable Determination; Binding Effect If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15, the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

  • Assignability; Binding Effect This Agreement is not assignable by any Party without the prior written consent of the other Parties and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

  • Assignability and Binding Effect This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors and legal representatives of the Executive, and shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Executive may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of his rights or obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect.

  • Survival of Provisions After Termination (1) If this Settlement Agreement is not approved, is terminated or otherwise fails to take effect for any reason, the provisions of Sections 3.1(8), 3.2(3), 4.1(6)(b), 5.1(3), 5.2, 5.3, 5.4, 8.1, 8.2, 10.1(2) and 11.2(4), and the definitions and Schedules applicable thereto shall survive the termination and continue in full force and effect. The definitions and Schedules shall survive only for the limited purpose of the interpretation of Sections 3.1(8), 3.2(3), 4.1(6)(b), 5.1(3), 5.2, 5.3, 5.4, 8.1, 8.2, 10.1(2) and 11.2(4), within the meaning of this Settlement Agreement, but for no other purposes. All other provisions of this Settlement Agreement and all other obligations pursuant to this Settlement Agreement shall cease immediately.

  • Assignability; Binding Nature This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement; and provided, further, that no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.

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