Deconsolidation Event means any event that results in neither AAC nor any entity that, pursuant to IRC section 381, succeeds to the tax attributes of AAC described in IRC section 381(b) being characterized as an includible corporation with the affiliated group of corporations of which the Debtor, the Reorganized Debtor, or any successor thereto is the common parent, all within the meaning of IRC section 1504.
Deconsolidation Event means any event that results in neither AAC nor any entity that, pursuant to Section 381 of the Code, succeeds to the tax attributes of AAC described in Section 381(b) of the Code, being characterized as an includible corporation with the Group, all within the meaning of Section 1504 of the Code.
Deconsolidation Event means, with respect to VMware and each VMware Affiliate, any event or transaction that causes VMware and/or one or more VMware Affiliates to no longer be eligible to join with Dell Technologies or one or more Dell Technologies Affiliates in the filing of a Consolidated Return or a Combined Return; provided that no event or transaction with respect to Pivotal that occurred before the Amendment Date shall be considered a Deconsolidation Event for purposes of this Agreement.
Examples of Deconsolidation Event in a sentence
Neither Intel nor Mobileye has any plan or intent to effectuate any transaction that would constitute a Deconsolidation Event.
For the avoidance of doubt, in the case of a Deconsolidation Event, all rights and obligations of the parties with respect to the matters covered by this Agreement shall be governed by the other provisions of this Agreement, unless otherwise provided in this Section 4.
If, and to the extent, the provisions of this Agreement conflict with any agreement entered into in connection with a Distribution or another Deconsolidation Event, the provisions of this Agreement shall control.
In the case of a Deconsolidation Event, Intel shall, after consulting with Mobileye in good faith, reasonably determine, and Mobileye shall cooperate with Intel in determining, the allocation of any Tax Assets among Intel, each Intel Affiliate, Mobileye, and each Mobileye Affiliate.
More Definitions of Deconsolidation Event
Deconsolidation Event shall have the meaning set forth in Section 6.02.A.
Deconsolidation Event means any event or transaction that causes NewCo to cease to be a member of the Parent Consolidated Group.
Deconsolidation Event means, with respect to VMware and each VMware Affiliate, any event or transaction that causes VMware and/or one or more VMware Affiliates to no longer be eligible to join with Dell or one or more Dell Affiliates in the filing of a Consolidated Return or a Combined Return, including an External Distribution; provided, that no event or transaction with respect to Pivotal that occurred before the Effective Date shall be considered a Deconsolidation Event for purposes of this Agreement.
Deconsolidation Event means any event or transaction occurring on or after the Effective Date, including the Separation or any component thereof, that causes Lorillard to no longer be eligible to be included in the Loews Consolidated Group for Federal Income Tax purposes.
Deconsolidation Event means any event or transaction that causes Match to cease to be a member of the Parent Consolidated Group.
Deconsolidation Event means, with respect to Mobileye and each Mobileye Affiliate, any event or transaction that causes Mobileye and/or one or more Mobileye Affiliates to no longer be eligible to join with Intel or one or more Intel Affiliates in the filing of a Consolidated Return or a Combined Return.
Deconsolidation Event means (i) with respect to each Controlled Group Member that is included in the Distributing Consolidated Group for Federal Income Tax purposes as of the date hereof, any event or transaction occurring after the date hereof, including the Distribution and the SFXE Exchange, that causes such Controlled Group Member to no longer be eligible to be included in the Distributing Consolidated Group for Federal Income Tax purposes; (ii) with respect to each Controlled Group Member that is not eligible to be included in the Distributing Consolidated Group for Federal Income Tax purposes as of the date hereof because it is not an “includible corporation” as defined in Section 1504(b) of the Code, any event or transaction occurring after the date hereof, including the Distribution and the SFXE Exchange, that would cause such Controlled Group Member to no longer be eligible to be included in the Distributing Consolidated Group for Federal Income Tax purposes if such Controlled Group Member were an “includible corporation” as defined in Section 1504(b) of the Code; and (iii) with respect to Holdco #2, the date of its incorporation under the laws of the State of Delaware.