Controlled Partnership definition
Examples of Controlled Partnership in a sentence
Notwithstanding anything to the contrary contained in the Stockholders Agreement, so long as there are 800,000 Callable Shares (such number to be adjusted for any share exchange or conversion, stock dividend or stock split) outstanding, then the Rollover Stockholders shall be entitled to nominate at least one director to the board of directors of the Company or its successor Holdco, as the case may be, and the applicable Controlled Partnership shall vote its shares of Common Stock to elect such nominee.
Solely for purposes of the definition of “qualified group,” if members of the qualified group own interests in a partnership meeting requirements equivalent to the “control” requirements of Section 368(c) (a “368(c) Controlled Partnership”), any stock owned by such 368(c) Controlled Partnership will be treated as owned by members of the qualified group.
The preceding sentence shall not apply if each member of the Section 385 Expanded Group that includes such Noteholder or beneficial owner (or with respect to which such Noteholder or beneficial owner is a Section 385 Controlled Partnership or disregarded entity) is a member of the same consolidated group (as described in Treasury Regulation section 1.1502-1(h)) that files a consolidated U.S. federal income tax return.
Solely for purposes of determining whether a lower-tier partnership is a 368(c) Controlled Partnership, any interest in a lower-tier partnership owned by a Section 368(c) Controlled Partnership will be treated as owned by members of the qualified group.
No transfer of a Certificate (or interest therein) shall be permitted if (i) it results in the Issuer becoming a disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of an expanded group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such expanded group owns any Notes.