Additional Acquisitions definition
Examples of Additional Acquisitions in a sentence
The transactions contemplated by this Agreement are intended to be taken together with the Additional Acquisitions occurring at or about the same time, all of which are made as part of the same plan, such that the Additional Acquisitions qualify as tax-deferred contributions of stock under Section 351 of the Code.
Except as set forth on Section 6.17(d) to the Company Disclosure Letter, neither the Company nor any of its Affiliates or Representatives (i) is aware of any material breach of or inaccuracy in any of the representations or warranties set forth in the Additional Acquisition Documentation or (ii) has waived any condition to closing any of the Additional Acquisitions.
The Parties acknowledge and agree that the Transactions, taken together with the Additional Acquisitions, all of which are made as part of the same plan, are intended to qualify as a tax-deferred exchange under Section 351(a) of the Code (the “Intended Tax Treatment”).
Section 5.2 Authorization; Execution and Enforceability; No Conflicts 16 Section 5.3 Capitalization and Indebtedness 17 Section 5.4 Actions and Orders 17 Section 5.5 Financial Matters 17 Section 5.6 Direct Listing and Additional Acquisitions 17 Section 5.7 Solvency 18 Section 5.8 Brokers 18 Section 5.9 Independent Investigation; Disclaimer of Reliance 18 Section 5.10 Tax.
The Company and Contributors each intend that, immediately after the exchange, the Contributors will, together as a group with other transferors in the Additional Acquisitions, be in control of the Company within the meaning of Section 368(c) of the Code, which requires ownership of at least 80% of the voting stock and 80% of all other classes of stock.