Effectively Realizes definition

Effectively Realizes means, with respect to a Tax Benefit, the first to occur of (i) the receipt by the Xxxxx Affiliated Group or the Circor Affiliated Group of cash from a taxing authority reflecting such Tax Benefit or (ii) the application of such Tax Benefit to reduce (A) the tax liability on a Return of the Xxxxx Affiliated Group or the Circor Affiliated Group, or (B) any other outstanding tax liability of the Xxxxx Affiliated Group or the Circor Affiliated Group.
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Effectively Realizes means, with respect to a tax saving, tax benefit or tax attribute, the earliest to occur of (i) the receipt by any of Holdings, a member of the Nabisco Tax Group or a member of the RJRN Tax Group of cash from a Taxing Authority reflecting such tax saving, tax benefit or tax attribute, or (ii) the application of such tax saving, tax benefit or tax attribute to reduce (A) the tax liability on a Return of any of such corporations or of any affiliated, consolidated, combined or unitary group of which any of such corporations is a member, or (B) any other outstanding tax liability of any of such corporations or of such group; provided that any reference in this definition to tax shall include, without limitation, a reference to a recovery of statutory interest.
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Examples of Effectively Realizes in a sentence

  • If a member of the SnackCo Post-Distribution Group Effectively Realizes a refund, offset, or credit that relates to a Tax for which a member of the GroceryCo Post-Distribution Group is liable under this Agreement, SnackCo shall remit to GroceryCo within thirty days of Effective Realization the amount of such refund, offset, or credit, together with any interest received thereon.

  • If a member of the GroceryCo Post-Distribution Group Effectively Realizes a refund, offset, or credit that relates to a Tax for which a member of the SnackCo Post-Distribution Group is liable under this Agreement, GroceryCo shall remit to SnackCo within thirty days of Effective Realization the amount of such refund, offset, or credit, together with any interest received thereon.

Related to Effectively Realizes

  • Constructively Owns means ownership determined through the application of the constructive ownership rules of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. Generally, these rules provide the following:

  • Constructively Own means ownership under the constructive ownership rules described in Exhibit C.

  • Effectively owned or controlled means that a foreign government or any entity controlled by a foreign government has the power, either directly or indirectly, whether exercised or exercisable, to control the election, appointment, or tenure of the Offeror's officers or a majority of the Offeror's board of directors by any means, e.g., ownership, contract, or operation of law (or equivalent power for unincorporated organizations).

  • Constructively Owned shall have the correlative meanings.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a share of the Company’s common stock.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • Voting Capital Stock means with respect to any Person, securities of any class or classes of Capital Stock in such Person ordinarily entitling the holders thereof (whether at all times or at the times that such class of Capital Stock has voting power by reason of the happening of any contingency) to vote in the election of members of the board of directors or comparable governing body of such Person.

  • Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Excluded Withholding Taxes means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed or increased as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Facility Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Facility Office is changed, (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax and (iii) Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended.

  • Treasury Capital Stock has the meaning assigned to such term in Section 6.04(a)(viii).

  • Additional Stock means any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this corporation on or after the Filing Date other than:

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Control Group means the Company and its Affiliates.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

  • Share Equivalents means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares.

  • Book Equity means the aggregate of the amounts paid-up or credited as paid-up on the Charter Guarantor's issued share capital and the amount of the consolidated capital and revenue reserves of the Group (including any share premium account, capital redemption reserve fund and any credit balance on the consolidated profit and loss account of the Group) all as shown by the latest audited consolidated balance sheet and profit and loss account of the Group delivered under this Deed but after:

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.