Tax Corporation Sample Clauses

Tax Corporation. (a) Notwithstanding anything to the contrary in this Agreement, in connection with any contemplated Transfer of Units, the following provisions shall apply with respect to any direct or indirect owner of the Emblem Parties or PMC (to the extent PMC holds Class C Units at the relevant time) that is treated as a corporation for U.S. federal income tax purposes (any such direct or indirect owner, a “Tax Corporation”): (i) the Emblem Parties or PMC (to the extent PMC holds Class C Units at the relevant time) may assign, in whole or in part, its rights in connection with such Transfer to the owner(s) of the Tax Corporation (the “Tax Corporation Securityholder”); (ii) the Company and each holder of Units shall allow the Tax Corporation’s Tax Corporation Securityholder(s) to Transfer securities of the Tax Corporation (corresponding to the Units that otherwise would be transferred by the Emblem Parties or PMC (to the extent PMC holds Class C Units at the relevant time)) in lieu of such the Emblem Parties or PMC (to the extent PMC holds Class C Units at the relevant time) transferring such Units; and (iii) any Tax Corporation Securityholder that so Transfers securities of the Tax Corporation shall be entitled to receive the same amount and type of consideration as the Emblem Parties or PMC (to the extent PMC holds Class C Units at the relevant time) would have received had it Transferred its Units corresponding to the securities of the Tax Corporation so transferred. (b) At the request of Emblem Main or PMC (to the extent PMC holds Class C Units at the relevant time), in their respective discretion, with respect to Tax Corporation, (i) the Tax Corporation shall be merged with and into the Corporation or (ii) the Tax Corporation Security Holders shall contribute their securities of the Tax Corporation to the Corporation, in each case, in exchange for corresponding securities of the Corporation in a transaction that is intended to be tax-free for U.S. federal income tax purposes in exchange for a corresponding securities of the Corporation having equivalent value. The Company, the Members and the Board shall reasonably cooperate with the Emblem Parties and/or PMC (to the extent PMC holds Class C Units at the relevant time), as applicable, and the Tax Corporation Securityholders, and shall otherwise take all necessary or reasonably desirable actions (including executing applicable documents or agreements), as determined by the Emblem Parties and/or PMC (to the extent ...
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Related to Tax Corporation

  • S Corporation The Company has not made an election to be taxed as an "S" corporation under Section 1362(a) of the Code.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • Corporation A. For any Concessionaire that presents itself or represents itself as a corporation operating or doing business in the State of New Jersey, all papers of incorporation, including authorized agents for receipt of legal documents, shall be provided to Department, along with renewals, changes, or any other documents that in any way affect the current or future status of Concessionaire as a legal corporation. B. Concessionaire shall adopt the required corporate or partnership resolution, as applicable, authorizing the execution of the Agreement by Concessionaire. Concessionaire shall submit a copy of said resolution to Department prior to execution of the Agreement by Department. C. Prior to the Effective Date of the Agreement, Concessionaire shall provide the Department with a completed Ownership Disclosure Form pursuant to N.J.S.A. 52:25-24.2.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • The Surviving Corporation Section 3.01.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Group Life Insurance Plan Eligibility

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