Closing Date Company Divestiture Tax definition

Closing Date Company Divestiture Tax means one-half of the excess, if any, of (i) the amount of Required Pre-Closing Divestiture Tax and Required Post-Closing Divestiture Tax over (ii) $1,500,000,000; provided, however, that the Closing Date Divestiture Tax shall not exceed $1,750,000,000.
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Closing Date Company Divestiture Tax has the meaning assigned in Section 5.23(g)(iv) of the Disney Merger Agreement.
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Closing Date Company Divestiture Tax means one-half of the excess, if any, of (i) the amount of Required Pre- Closing Divestiture Tax and Required Post-Closing Divestiture Tax over (ii) $1,500,000,000; provided, however, that the Closing Date Divestiture Tax shall not exceed $1,750,000,000.
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Examples of Closing Date Company Divestiture Tax in a sentence

  • If there are Post-Closing Consent Decree Divestitures, the Company shall have the option to prepay all or a portion of the Final Company Divestiture Tax by delivery of a notice to Parent on or before the Tax Model Cutoff Date that sets forth a specified amount not to exceed the excess, if any, of (i) $1,750,000,000 over (ii) the Closing Date Company Divestiture Tax (the amount specified in such notice, the “Final Company Divestiture Tax Prepayment”).

Related to Closing Date Company Divestiture Tax

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Date Business Plan means the set of Projections of Borrower for the 1 year period following the Closing Date (on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small pur- chase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisi- tion threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsi- ble for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its docu- mented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Taxpayer resource transaction means a sale, purchase, lease, donation of money, goods, services, or real property, or any other transaction between a governmental entity and a private entity that provides to the private entity something of value derived from state or local tax revenue, regardless of whether the governmental entity receives something of value in return.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.