F Reorganization definition
F Reorganization has the meaning set forth in the Recitals.
F Reorganization means the transaction steps described in the Separation Plan whereby, pursuant to a plan of reorganization within the meaning of Treasury Regulation Section 1.368-2(g), (i) Seller contributes all of the outstanding equity of USCC Services to a newly formed holding company classified as a corporation for U.S. federal income tax purposes that does not hold and has never held more than a de minimis amount of assets and (ii) USCC Services makes an election by properly filing an IRS Form 8832 to change its classification from a corporation to a disregarded entity effective from the day following the contribution (but prior to the transfer of USCC Services to the Company and the Closing Date); which steps (i) and (ii) together are intended to be treated as a reorganization under Section 368(a)(1)(F) of the Code.
F Reorganization means a reorganization described by Section 368(a)(1)(F) of the Code. “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.
Examples of F Reorganization in a sentence
None of the Permits required to be set forth in Section 3.16 of the Seller Disclosure Schedule have been adversely affected as a result of the F-Reorganization or the transactions contemplated by this Agreement or any Ancillary Agreement.
More Definitions of F Reorganization
F Reorganization means a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code;
F Reorganization has the meaning set forth in the preliminary statements to this Agreement.
F Reorganization has the meaning set forth in the Recitals of this Agreement.
F Reorganization has the meaning set forth on Exhibit A.
F Reorganization means the transaction in which the Party Shareholders and Non-Party Shareholders contributed all of their stock in the Company to the Seller, in exchange for stock in the Seller (issued to the Party Shareholders and Non-Party Shareholders in proportions identical to the manner in which the stock was held by them in the Company), and the election by the Seller to treat the Company as a Qualified Subchapter S Subsidiary for U.S. federal income tax purposes.
F Reorganization means a mere change in identity, form, or place of organization of one corporation, however effected, pursuant to Section 368(a) (1)(F) of the Code.
F Reorganization means, with respect to each Corporate Group Company, the following steps in the following order: (i) first, the Direct Holder of such Corporate Group Company shall form the New Corporate Subsidiary with respect to such Corporate Group Company, (ii) immediately following the formation of such New Corporate Subsidiary, on the same day, the Direct Holder of such Corporate Group Company shall contribute all of its equity interests in such Corporate Group Company to such New Corporate Subsidiary (the “Contribution”), (iii) on the date the Contribution is completed, (a) with respect to each Corporate Group Company that is organized or incorporated as a corporation, such Corporate Group Company shall (x) convert to a limited liability company pursuant to applicable state Laws, so as to cause such Corporate Group Company to be treated as an entity disregarded as separate from its New Corporate Subsidiary owner for U.S. federal, and applicable state and local, Income Tax purposes (the “Conversion”, which Conversion shall become effective on the same day, and (y) obtain evidence from the applicable state that the Conversion is completed, or (b) with respect to any other Corporate Group Company, such Corporate Group Company shall make a valid election pursuant to Treasury Regulations Section 301.7701-3(c) by filing IRS Form 8832, Entity Classification Election (or any successor form for such purpose), and any equivalent election for applicable state and local Income Tax purposes (if any) to be treated as an entity disregarded as separate from its New Corporate Subsidiary owner for U.S. federal, and applicable state and local, Income Tax purposes, which election shall be effective as of the day immediately following the date of the Contribution (each Corporate Group Company following the completion of the applicable Conversion or the completion of the actions set forth in clause (b) hereof, a ”Converted Group Company”).