Distribution Disqualification definition

Distribution Disqualification means that (i) the Reorganization, taken together with the Distributions, the Debt Exchange and the Debt-for-Equity Exchange, fails to qualify as a tax-free reorganization under section 368(a)(1)(D) of the Code; (ii) the External Distribution fails to qualify as a distribution of the CS&L Common Stock pursuant to section 355 of the Code, pursuant to which no gain or loss is recognized for federal income tax purposes by any of WHI, Windstream, CS&L, or the holders of the WHI Common Stock, except to the extent of cash received in lieu of fractional shares; (iii) the Debt Exchange or the Debt-for-Equity Exchange fails to constitute a transfer of qualified property to Windstream’s creditors in connection with the reorganization within the meaning of section 361(c)(3) of the Code, (iv) the Cash Payment fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of section 361(b)(1) of the Code, but only to the extent that the Cash Payment does not exceed Windstream’s tax basis in the CS&L Common Stock immediately prior to the Cash Payment and Windstream distributes the Cash Payment to its creditors or shareholders in connection with the Reorganization and Internal Distribution, and/or (v) certain of the Internal Reorganization transactions fail to qualify for the tax-free status described in the WHI Opinion or the Ruling.
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Distribution Disqualification means that (i) the Contribution, taken together with the Distribution, fails to qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code pursuant to which no gain or loss is recognized for U.S. federal income tax purposes by any of Tribune, Tribune Publishing or their Subsidiaries; (ii) the Distribution fails to qualify as a distribution eligible for nonrecognition under Sections 355 and 361 of the Code, pursuant to which no gain or loss is recognized for U.S. federal income tax purposes by any of Tribune, Tribune Publishing, their Subsidiaries, or the stockholders of Tribune, except to the extent of cash received in lieu of fractional shares; and/or (iii) the Special Payment fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, but only to the extent that Tribune distributes the Special Payment to its creditors or shareholders. For the avoidance of doubt, a Distribution Disqualification shall occur if Tribune or any of its Subsidiaries recognizes gain pursuant to Section 355(d), 355(e) and/or 355(f) of the Code with respect to the Distribution.
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Distribution Disqualification means the failure of the Public Distribution to qualify as a nonrecognition transaction to TWDC and its stockholders under Sections 355(a) and (e) of the Code.
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Examples of Distribution Disqualification in a sentence

  • Notwithstanding any other provision of this Agreement to the contrary, the liability of CS&L pursuant to this Section 2.4(b)(ii), subject to the limitations contained in Section 2.4(c), shall be the sole and exclusive basis for any remedy of WHI and its Affiliates for any matter (including any breach of representation or covenant) related to a Distribution Disqualification or any Distribution Taxes.

  • WHI and CS&L shall jointly control, and shall cooperate in good faith in, the handing of any Tax Contest that relates to (i) any potential Distribution Disqualification or any Distribution Taxes for which CS&L may be obligated to provide indemnification hereunder or (ii) any Straddle Period Tax Return, if the Tax Contest relates both to the Pre-Closing Period portion and to the Post-Closing Period portion of the Straddle Period.

  • Notwithstanding any other provision of this Agreement to the contrary, the liability of FCPT pursuant to this Section 2.4(b)(ii), subject to the limitations contained in Section 2.4(c), shall be the sole and exclusive basis for any remedy of Xxxxxx and its Affiliates for any matter (including any breach of representation or covenant) related to a Distribution Disqualification or any Distribution Taxes.

  • This Section 3.07 shall not apply to any dispute regarding the existence of, or liabilities with respect to, a Distribution Disqualification or a Restructuring Disqualification.

  • Xxxxxx and FCPT shall jointly control, and shall cooperate in good faith in, the handing of any Tax Contest that relates to (i) any potential Distribution Disqualification or any Distribution Taxes for which FCPT may be obligated to provide indemnification hereunder or (ii) any Straddle Period Tax Return, if the Tax Contest relates both to the Pre-Closing Period portion and to the Post-Closing Period portion of the Straddle Period.

  • The Company is not aware of any fact or circumstance that could reasonably be expected to affect the validity of the PLRs or could reasonably be expected to result in a Distribution Disqualification (as defined in the Windstream Merger Agreement).

  • Darden and FCPT shall jointly control, and shall cooperate in good faith in, the handing of any Tax Contest that relates to (i) any potential Distribution Disqualification or any Distribution Taxes for which FCPT may be obligated to provide indemnification hereunder or (ii) any Straddle Period Tax Return, if the Tax Contest relates both to the Pre-Closing Period portion and to the Post-Closing Period portion of the Straddle Period.


More Definitions of Distribution Disqualification

Distribution Disqualification means that (i) the Reorganization, taken together with the Distribution, fails to qualify as a tax-free reorganization under section 368(a)(1)(D) of the Code; (ii) the Distribution fails to qualify as a distribution of the FCPT Common Stock pursuant to section 355 of the Code, pursuant to which no gain or loss is recognized for federal income tax purposes by any of Xxxxxx, FCPT, or the holders of the Xxxxxx Common Stock, except to the extent of cash received in lieu of fractional shares; (iii) the Cash Payment fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of section 361(b)(1) of the Code, but only to the extent that the Cash Payment does not exceed Xxxxxx’x tax basis in the FCPT Common Stock immediately prior to the Cash Payment and Xxxxxx distributes the Cash Payment to its creditors or shareholders in connection with the Reorganization, and/or (iv) certain of the Reorganization transactions fail to qualify for the tax-free status described in the Xxxxxx Opinions or the Private Letter Ruling.
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Distribution Disqualification means that (i) either the Contribution, taken together with the Distribution, or the First Internal Spinoff fails to qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code pursuant to which no gain or loss is recognized for U.S. federal income tax purposes by any of Verizon, Spinco or their Subsidiaries; (ii) any of the Distribution or the Internal Spinoffs fails to qualify as a distribution eligible for nonrecognition under Section 355 of the Code, pursuant to which no gain or loss is recognized for U.S. federal income tax purposes by any of Verizon, Spinco, their Subsidiaries, or the stockholders of Verizon, except to the extent of cash received in lieu of fractional shares; (iii) the Debt Exchange (if consummated) fails to constitute a transfer of qualified property to Verizon’s creditors in connection with the reorganization within the meaning of Section 361(c)(3) of the Code; and/or (iv) the Special Dividend fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, but only to the extent that Verizon distributes the Special Dividend to its creditors or shareholders. For the avoidance of doubt, a Distribution Disqualification shall occur if Verizon or any of its Subsidiaries recognizes gain pursuant to Section 355(d), 355(e) and/or 355(f) of the Code with respect to the Distribution and/or any Internal Spinoff.
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Distribution Disqualification means that (i) either the Contribution, taken together with the Distribution, or any Internal Spinoff intended to so qualify, fails to qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code pursuant to which no gain or loss is recognized for U.S. federal income tax purposes by any of Verizon, Spinco or their Subsidiaries; (ii) any of the Distribution or the Internal Spinoffs fails to qualify as a distribution eligible for nonrecognition under Section 355 of the Code, pursuant to which no gain or loss is recognized for U.S. federal income tax purposes by any of Verizon, Spinco, their Subsidiaries, or the stockholders of Verizon, except to the extent of cash received in lieu of fractional shares; (iii) the Debt Exchange (if consummated) fails to constitute a transfer of qualified property to Verizon’s creditors in connection with the reorganization within the meaning of Section 361(c)(3) of the Code; and/or (iv) the Special Payment fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, but only to the extent that Verizon distributes the Special Payment to its creditors or shareholders. For the avoidance of doubt, a Distribution Disqualification shall occur if Verizon or any of its Subsidiaries recognizes gain pursuant to Section 355(d), 355(e) and/or 355(f) of the Code with respect to the Distribution and/or any Internal Spinoff.
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Distribution Disqualification means that (i) the Contribution, taken together with the Distribution, fails to qualify as a tax-free reorganization under Section 368 of the Code; (ii) the Distribution, as such, fails to qualify as a distribution of Spinco stock to AT Co. stockholders pursuant to Section 355 of the Code, pursuant to which no gain or loss is recognized for federal income tax purposes by any of AT Co., Spinco, or the stockholders of AT Co., except to the extent of cash received in lieu of fractional shares; (iii) the Debt Exchange fails to constitute a transfer of qualified property to AT Co.’s creditors in connection with the reorganization within the meaning of Section 361(c)(3) of the Code, but only to the extent that, but for any action on the part of Spinco or the Surviving Corporation after the Distribution, the Spinco Exchange Notes would have qualified as “securities” for federal income tax purposes; and/or (iv) the Special Dividend fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of Section 361(b)(1) of the Code, but only to the extent that AT Co. distributes the Special Dividend to its creditors or shareholders in connection with the Contribution.
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Distribution Disqualification means that (i) the Reorganization, taken together with the Distribution, fails to qualify as a tax- free reorganization under section 368(a)(1)(D) of the Code; (ii) the Distribution fails to qualify as a distribution of the FCPT Common Stock pursuant to section 355 of the Code, pursuant to which no gain or loss is recognized for federal income tax purposes by any of Darden, FCPT, or the holders of the Darden Common Stock, except to the extent of cash received in lieu of fractional shares; (iii) the Cash Payment fails to qualify as money transferred to creditors or distributed to shareholders in connection with the reorganization within the meaning of section 361(b)(1) of the Code, but only to the extent that the Cash Payment does not exceed Darden’s tax basis in the FCPT Common Stock immediately 3 prior to the Cash Payment and Darden distributes the Cash Payment to its creditors or shareholders in connection with the Reorganization, and/or (iv) certain of the Reorganization transactions fail to qualify for the tax-free status described in the Darden Opinions or the Private Letter Ruling.
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Related to Distribution Disqualification

  • Disqualification means the Athlete’s results in a particular Competition or Event are invalidated, with all resulting Consequences including forfeiture of any medals, points and prizes;

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • Disqualification Event shall have the meaning ascribed to such term in Section 3.1(rr).

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Dissolution Distribution Amount means, in relation to each Certificate:

  • Liquidation Distribution has the meaning specified in Section 9.4(d).

  • Distribution Event means any insolvency, bankruptcy, receivership, liquidation, reorganization or similar proceeding (whether voluntary or involuntary) relating to the Company or its property, or any proceeding for voluntary or involuntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

  • Distribution Tariff means the Distribution Tariff prepared by the Company and approved by the Commission on an interim or final basis, as the case may be;

  • Disqualified Non-U.S. Tax Person With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.

  • REMIC IV Distribution Amount shall not cause a reduction in the Class Principal Balances of any of the Classes of REMIC IV Regular Interests; and

  • REMIC I Distribution Amount For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority:

  • Main Distribution Frame (MDF) is termination frame for outside facility and inter-exchange office equipment at the central office for DS-0 and DSL services.

  • Distribution Upgrades has the meaning set forth in the CAISO Tariff.

  • REMIC III Distribution Amount The REMIC III Available Distribution Amount for any Distribution Date shall be distributed to the Certificates and the Class R-3 Residual Interest in the following amounts and priority:

  • REMIC II Distribution Amount shall not cause a reduction in the Class Principal Balances of any of the REMIC II Regular Interests; and

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Disqualified Person has the meaning assigned to such term in Section 9.05(f)(ii).

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Tradeable Shares pursuant to Section 5.2(b) on the earlier of the Final Scheduled Termination Date or an Early Termination Date.

  • Lower-Tier Distribution Amount As defined in Section 5.02(a).

  • Distribution Utility means the local electric distribution owner and operator providing electric distribution and interconnection services to Purchaser at the Premises;

  • Main Distribution Frame (MDF) means the termination frame for outside facility and inter-exchange office equipment at the CO.

  • Hardship Distribution means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her dependent (as defined in Section 152(a) of the Code), loss of a Participant’s property due to casualty, or other similar or extraordinary and unforseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

  • Lower-Tier REMIC Distribution Account The account or accounts created and maintained as a separate account (or separate sub-account within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2020-GC46, Commercial Mortgage Pass-Through Certificates, Series 2020-GC46, and the Uncertificated VRR Interest Owner, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.

  • Distribution main means the portion of any main with which a service line is, or is intended to be, immediately connected;

  • Intermediate Distribution Frame (IDF means a second frame that augments an existing Main Distribution Frame. Lines or outside cables that do not terminate on the IDF.