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.
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.
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.
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 ▇▇▇▇▇▇ 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.
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).
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 ▇▇▇▇▇▇, FCPT, or the holders of the ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’▇ tax basis in the FCPT Common Stock immediately prior to the Cash Payment and ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Opinions or the Private Letter Ruling.
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
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.
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.
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.