Disguised Sale definition

Disguised Sale has the meaning set forth in Section 2.8(a).
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Disguised Sale has the meaning set forth in Section 3.3(k).
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Disguised Sale has the meaning set forth in the Recitals of this Agreement.
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Examples of Disguised Sale in a sentence

  • To the extent any cash received in lieu of fractional Parent Common Units and other cash deemed received in exchange for Partnership GP’s assets exceeds the amount that can be so treated, such excess cash will be treated as proceeds of a Disguised Sale.

  • It is not expected, however, that the Disguised Sale Rules will apply because the contribution of cash by the investors and the distribution of the interests in Innocrin Holdings in the Distribution should not be treated as “related” as required under the Rules.

  • Furthermore, the fact that the Distribution is made to the holders of Viamet Shares based upon their ownership of Viamet Shares rather than the amounts contributed by the holders is further evidence that the transactions should not be seen as “related.” Nevertheless, in light of the lack of directly applicable authority, there can be no absolute assurance that the Disguised Sale Rules will not apply.

  • Notwithstanding anything to the contrary herein, no IPO Disguised Sale Units shall be attributable to any Non-Elective Units.

  • Notwithstanding anything to the contrary herein, any and all Tax Benefit Payments that would otherwise be made pursuant to this Agreement with respect to any IPO Disguised Sale Units attributable to any Unvested Units shall be held by the Corporate Taxpayer for the benefit of the applicable TRA Party (without any interest thereon) until such time as such Unvested Unit becomes a Vested Unit.

  • If the Disguised Sale Rules discussed above applied to the Distribution, the holders of Viamet Shares who made contributions to Viamet Holdings that were treated as part of the disguised sale would be treated as having purchased a corresponding amount of the shares of Innocrin Holdings and would receive a fair market value basis for those shares.

  • Distributions such as the Distribution which are made in connection with the division of a partnership and in which all partners participate would not seem to be an appropriate circumstance to apply the Disguised Sale Rules.