Company Reorganization Tax Opinion definition

Company Reorganization Tax Opinion means (a) the tax opinion, dated as of the Closing Date, referred to inSection 6.3(e), and (b) if required in connection with the filing of the Registration Statement, the opinion as to the material U.S. federal income tax consequences of the Combination, to be delivered by Company Reorganization Tax Counsel for purposes of the Registration Statement including the Joint Proxy Statement.
Sample 1Sample 2
Company Reorganization Tax Opinion means (a) the tax opinion, dated as of the Closing Date, referred to in Section 6.3(d) and (b) if required in connection with the filing of the Registration Statement, the opinion as to the material U.S. federal income tax consequences of the Combination, to be delivered by Company Reorganization Tax Counsel for purposes of the Registration Statement including the Proxy Statement.
Sample 1Sample 2
Company Reorganization Tax Opinion means the opinion of Company Tax Counsel, subject to customary assumptions and limitations, to the effect that the Intended Tax Treatment will apply to the Merger.
Sample 1

Examples of Company Reorganization Tax Opinion in a sentence

  • At the Closing, Company Parent shall deliver to Parent the following: (i) a copy of the Company Reorganization Tax Opinion, in form and substance reasonably satisfactory to Parent; and (ii) documentation necessary to provide Parent with access to, title to and control of any bank accounts of Chewy Pharmacy as of the Effective Time.

Related to Company Reorganization Tax Opinion

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes will be debt for United States federal income tax purposes.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (i) following such action the Trust will not be deemed to be an association (or publicly traded partnership) taxable as a corporation, (ii) following such action the Trust will be disregarded as a separate entity from the Depositor, and (iii) such action will not affect the tax characterization as debt of Notes of any outstanding Class issued by the Trust for which an Opinion of Counsel has been provided that such Notes are debt.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Corporate Reorganization means any change in the legal existence of any Obligor (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Employer and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Employer.

  • IRS Ruling shall have the meaning set forth in the Recitals.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

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

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • Supplemental Ruling means (i) any ruling (other than the Ruling) issued by the IRS in connection with a Distribution, and (ii) any similar ruling issued by any other Taxing Authority addressing the application of a provision of the laws of another jurisdiction to a Distribution.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated Market as the Issuer or Newco may determine;

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.