Internal Contribution definition

Internal Contribution has the meaning set forth in the recitals hereto.

Internal Contribution means, with respect to an Internal Distribution, any contribution of assets to the Entity whose shares are distributed in the Internal Distribution, provided that this contribution is contemplated in the Reorganization Step Plan to constitute part of a reorganization described in Section 368(a)(1)(D) of the Code.

Internal Contribution means the contribution of specified assets by VMSN to Internal SpinCo pursuant to the Separation and Distribution Agreement.

Examples of Internal Contribution in a sentence

• The Combination will qualify as a reorganization under Section 368(a)(1)(A).The following additional representations have been made with respect to the Internal Contribution, Internal Distribution, and Internal Merger:1.

• Distributing will receive stock of Controlled as consideration for the merger (the “Internal Merger” and, together with the Internal Contribution and the Internal Distribution, the “Internal Transactions”).

• The Internal Contribution and the Internal Distribution will qualify as a transaction in which no gain or loss is recognized to Internal Distributing, Internal Controlled, or Distributing, and no amount is included in the income of Distributing, under Section 368(a)(1)(D) and Section 355.2. Provided that the Internal Merger will be treated as a merger of Internal Controlled into Controlled, the Internal Merger will qualify as a reorganization under Section 368(a)(1)(A).

• Neither SpinCo nor any SpinCo Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution (including the impact of any transaction on the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution, as applicable) without Parent’s prior written consent.

• The Companies intend for each Internal Contribution (as defined below) to constitute part of a reorganization described in Sections 355 and 368(a)(1)(D) of the Code (as defined below); and the Companies intend for each Internal Distribution (as defined below) to constitute a distribution to which Section 355 of the Code (as defined below) applies.

More Definitions of Internal Contribution

Internal Contribution means any internal separation of the SpinCo Assets and SpinCo Liabilities from the Parent Assets and Parent Liabilities (a) held by certain subsidiaries of Parent and (b) in a transaction intended to qualify, for U.S. federal income Tax purposes, as a contribution that is generally tax-free pursuant to Section 351(a) of the Code.

Internal Contribution means the deemed contribution of assets to Internal Controlled upon its conversion to a state law corporation, pursuant to the Plan of Reorganization and the Separation and Distribution Agreement.

Internal Contribution shall have the meaning set forth in the Separation and Distribution Agreement.

Internal Contribution has the meaning set forth in the Ruling Request.

Internal Contribution means the election of Foreign SpinCo to be treated as a corporation for U.S. federal income tax purposes, as set forth in the Steps Plan.

Internal Contribution means the contribution by ConocoPhillips Company to Xxxxxxxx 66 Company of any Xxxxxxxx 66 Assets held directly by ConocoPhillips Company in exchange for (a) the assumption by Xxxxxxxx 66 Company of any Xxxxxxxx 66 Liabilities from ConocoPhillips Company, and (b) shares of common stock, par value $0.01 per share, of Xxxxxxxx 66 Company.

Internal Contribution means the contribution of specified assets, including (i) the stock of AB, (ii) approximately $10,080,000 in cash, (iii) the stock of PayPal International Treasury Centre Sarl, (iv) the stock of PayPal Network Information Services (Shanghai) Co., Ltd., and (v) certain assets utilized in various customer service, research and development, and administrative functions performed by certain individuals employed by Xxxxx 00, Xxxxx 00, Xxxxx 98, and China 311 for the PayPal Payments Business in China, by eBay AG to 3P Holdings pursuant to the Separation and Distribution Agreement.