First Internal Distribution definition

First Internal Distribution shall have the meaning set forth in the Recitals.

First Internal Distribution means the distribution by EII of all the common stock of First Internal SpinCo to EII’s shareholder in a transaction intended to qualify as a distribution that is generally tax free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code.

First Internal Distribution means the distribution by VMSN of all the common stock of Internal SpinCo to VMSN Holdings in a transaction intended to qualify as a distribution that is generally tax free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code.

Examples of First Internal Distribution in a sentence

• An opinion of White & Case LLP shall have been obtained in form and substance satisfactory to ECC in its sole and absolute discretion to the effect that, among other things, the Contribution and Distribution, the Second Contribution and Second Internal Distribution, and the First Contribution and First Internal Distribution will each qualify as tax-free reorganizations for United States federal income tax purposes under Section 368(a)(1)(D) of the Code and distributions under Section 355 of the Code.

• Each of UWWH, IP and Spinco represents and warrants, as of the date hereof and as of the Effective Time, that it knows of no fact (after due inquiry) that would prevent the Tax treatment of the Controlled 1 Contribution, the First Internal Distribution, the Second Internal Distribution, the Third Internal Distribution, the Spinco Contribution, the Distribution or any other Covered Transaction from being consistent with the Tax-Free Status of the Transactions.

• Rayonier, TRS and Products shall each make a timely protective election under Section 336(e) of the Code and the Treasury Regulations thereunder with respect to the First Internal Distribution (as defined in the Plan of Reorganization), the Second Internal Distribution (as defined in the Plan of Reorganization) and the Distribution, respectively.

• Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution and the Distribution, the First Internal Contribution and the First Internal Distribution, the Second Internal Contribution and the Second Internal Distribution, or any Material Foreign Distribution (including the impact of any transaction on any of the foregoing).

• In respect of each of the Contribution and Distribution, the Second Contribution and Second Internal Distribution, and the First Contribution and First Internal Distribution, this Agreement shall constitute a plan of reorganization for purposes of Section 368 of the Code.

More Definitions of First Internal Distribution

First Internal Distribution means the distribution of Foreign SpinCo common stock to First Internal Distributing’s shareholders as set forth in the Steps Plan.

First Internal Distribution means the distribution by Parent Borrower to SolarWinds Intermediate Holdings I, Inc. of (i) all of the shares of SpinCo Common Stock owned by Parent Borrower and (ii) the net proceeds of the SpinCo Financing Cash Distribution (less any amounts that are to be used to repay any existing Indebtedness of Solar Winds Holdings).

First Internal Distribution means the distribution by Netgear Holdings of all the outstanding shares of stock of Xxxx Ireland owned directly by Netgear Holdings to Netgear International, as set as forth in Step 13a of the Plan of Reorganization and as effected pursuant to the Separation Agreement and Ancillary Agreements.

First Internal Distribution means the distribution by First Internal Distributing of its ownership interest in Foreign SpinCo to First Internal Distributing’s shareholders as set forth in the Steps Plan.

First Internal Distribution shall have the meaning ascribed to it in the Ruling Request filed with the IRS on June 30, 2008. For the avoidance of doubt, Brink’s Holding Company is the distributing corporation in the First Internal Distribution, and Brink’s Home Security, Inc. is the controlled corporation in the First Internal Distribution.

First Internal Distribution means the distribution by SolarWinds Holdings Inc. of all of the issued and outstanding shares of SpinCo Common Stock to SolarWinds Intermediate Holdings I, Inc., effective as of [●], and as part of the Internal Spinoff.

First Internal Distribution means the distribution of all of the stock of Controlled 1 from Distributing 1 to Distributing 2.