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 to this Agreement.
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Examples of Disguised Sale in a sentence

  • Analysis of the VTC Transaction as a Disguised Sale We now turn to analyzing whether the VTC transaction constitutes a disguised sale pursuant to section 707(a)(2)(B) and section 1.707-3(b), Income Tax Regs.

  • 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.

  • In addition, review the impact of the new section 707 Disguised Sale regulations on the structuring of investments in and distributions from such joint ventures.Moderator:John T.

  • Whether Proceeds From the Disguised Sale Are Income to SWF for Its 2005 Tax Year Because we have concluded above that the VTC transaction was a disguised sale pursuant to section 707, we must decide whether the income from the disguised sale was reportable with respect to the 2005 tax year.

  • Appreciated or Depreciated Property Contributed Getting into the PartnershipTax Aspects of Contributions▪ Disguised Sale.

  • Timing of the Disguised Sale A disguised sale is considered to take place on the date that, under general principles of Federal tax law, the partnership is considered the owner of theproperty.

  • The transfers of property and consideration do not have to occur at the same time to be considered a disguised sale.1. Regulations Presume Disguised Sale If Transfers Are Within Two (2) Years, unless the facts and circumstances clearly prove otherwise.

  • 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.

  • These items are addressed below.Mixing Bowl and Disguised Sale Gain.

  • 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.

Related to Disguised Sale

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Approved Sale has the meaning set forth in 2.1(d).

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Business Combination Transaction means:

  • sale and repurchase transactions means transactions whereby a Sub-Fund sells its Securities to a counterparty of Reverse Repurchase Transactions and agrees to buy such Securities back at an agreed price with a financing cost in the future.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Trade Sale means any of the following events:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Compulsory Acquisition means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of the Ship by any Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • Company Sale means a transaction with a third Person that is not an Affiliate of the Company or group of third Persons that, acting in concert, do not collectively constitute Affiliates of the Company, pursuant to which such Person or Persons acquire, in any single transaction or series of related transactions, (i) all of the outstanding Equity Securities of the Company, (ii) all or substantially all of the assets of the Company and its Subsidiaries or (iii) Equity Securities of the Company authorized and issued following the Effective Date and possessing the power to elect or appoint a majority of the Board of Managers (or any similar governing body of any surviving or resulting Person).

  • Proposed Transaction is defined in Section 6.2(a).

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Exempt Irish Investor for the present purposes means:

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.