Protective Section 83(b) Election Sample Clauses

Protective Section 83(b) Election. Within thirty (30) days following the Closing Date, the Management Securityholder shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of Class B Units made under this Agreement, substantially in the form attached hereto as Exhibit B and the Management Securityholder shall provide the Partnership with a copy of such executed and filed election promptly thereafter.
Sample 1Sample 2Sample 3See All (18)
AutoNDA by SimpleDocs
Protective Section 83(b) Election. As of the Effective Time, and as a condition precedent to the acquisition of the Management Shares hereunder, the Purchaser shall make an election with the IRS under Section 83(b) of the Code and the regulations promulgated thereunder (a “Protective Section 83(b) Election”) with respect to the Unvested Management Shares (as defined below), and the Purchaser shall provide a copy of such form to the Company promptly following its filing, which is required under current law to be filed with the IRS no later than thirty (30) days after the date in which the Effective Time occurs. The form for making the Protective Section 83(b) Election is attached hereto as Schedule B.
Sample 1Sample 2Sample 3See All (5)
Protective Section 83(b) Election. As a further condition to the grant of Unvested Incentive Units under this Agreement, no later than thirty (30) days following the Grant Date, the Participant shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Code substantially in the form attached hereto as Exhibit C, with respect to such Unvested Incentive Units, in accordance with Section 4(e) of the Plan, and the Participant shall provide the Company with a copy of such executed and filed election promptly thereafter, along with a copy of proof of mailing; provided, however, that if the Participant refuses or fails to timely file such election pursuant to Section 83(b) of the Code, the Participant will forfeit the Unvested Incentive Units granted under this Agreement, this Agreement shall be null and void ab initio and of no force or effect, and the Company shall have no obligations to the Participant with respect to the forfeited Unvested Incentive Units.
Sample 1Sample 2Sample 3
Protective Section 83(b) Election. Within thirty (30) days from the date hereof, the Participant shall execute and file with the Internal Revenue Service a protective election under Section 83(b) of the Code and the regulations promulgated thereunder (an “83(b) Election”) with respect to the grant of Class B Units described in this Agreement substantially in the form attached hereto as Exhibit A and the Participant shall provide the Company with a copy of such executed and filed 83(b) Election promptly thereafter. The Participant hereby acknowledges that (i) the Company has not provided, and is not hereby providing, the Participant with tax advice regarding the 83(b) Election and has urged the Participant to consult his own tax advisor with respect to the income taxation consequences thereof, and (ii) the Company will have no liability to the Participant if the actual fair market value of the Class B Units on the date hereof exceeds the amount specified in the 83(b) Election.
Sample 1
Protective Section 83(b) Election. Holder understands that when stock is initially purchased, Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the stock and the fair market value of the stock as of the date any restrictions on the stock lapse, unless the purchaser elects to be taxed at the time the stock is purchased, rather than when and as the restrictions expire, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of purchase. However, the Stock has been owned by Holder for some time and is at this time being subjected to new substantial risks of forfeiture by agreement with the Company. Although Revenue Ruling 2007-49 indicates that the imposition of new forfeiture restrictions on the Stock, such as the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2 above, should not be treated as a transfer of property under Section 83, Holder may choose to make a protective election under Section 83(b) of the Code. Holder understands that failure to file such a protective 83(b) Election in a timely manner may result in adverse tax consequences for Holder. Holder further understands that an additional copy of such protective 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. HOLDER FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT IT IS HOLDER’S SOLE OBLIGATION AND RESPONSIBILITY TO TIMELY FILE SUCH PROTECTIVE 83(B) ELECTION, ATTACHED HERETO AS EXHIBIT C, AND NEITHER THE COMPANY NOR THE COMPANY’S LEGAL OR FINANCIAL ADVISORS SHALL HAVE ANY OBLIGATION OR RESPONSIBILITY WITH RESPECT TO SUCH FILING. Holder acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder, and does not purport to be complete. Holder further acknowledges that the Company has directed Holder to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Holder may reside, and the tax consequences of Holder’s death. Holder assumes all responsibility for filing a protective 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.
Sample 1

Related to Protective Section 83(b) Election

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • Code Section 83(b) Election The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • No Section 83(b) Election If the Recipient does not properly make the election described in paragraph 7(a) above, the Recipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof), and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be distributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Acknowledgments; No Section 83(b) Election The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant’s own tax advisors with respect to the award of RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the RSUs. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s tax liability that may arise in connection with the acquisition, vesting and/or disposition of the RSUs. The Participant acknowledges that no election under Section 83(b) of the Internal Revenue Code, as amended, is available with respect to RSUs.

Time is Money Join Law Insider Premium to draft better contracts faster.