IRS D Reorganization Ruling definition

IRS D Reorganization Ruling means a private letter ruling from the IRS to the effect that the Spinco Reorganization and Distribution, taken together, will qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code.
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IRS D Reorganization Ruling means a private letter ruling from the IRS to the effect that the Contribution and Distribution, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code.
Sample 1Sample 2Sample 3

Examples of IRS D Reorganization Ruling in a sentence

  • The Distribution Tax Opinion shall be based upon the Ruling Request, the IRS Submissions and the Private Letter Ruling (including the IRS D Reorganization Ruling and the IRS Debt Exchange Ruling) and customary representations and covenants, including those contained in certificates of Burgundy, Spinco, Grizzly and others, reasonably satisfactory in form and substance to Burgundy Tax Counsel (such representations and covenants, the “Distribution Tax Representations”).

  • As a result, issues related to cyber security, inefficient information flow, level of data sharing, data sensitivity and fragmentation emerged in many responses (Table 13).

Related to IRS D Reorganization Ruling

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • IRS Ruling shall have the meaning set forth in the Recitals.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Supplemental Ruling means (i) any ruling (other than the Ruling) issued by the IRS in connection with a Distribution, and (ii) any similar ruling issued by any other Taxing Authority addressing the application of a provision of the laws of another jurisdiction to a Distribution.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Business Combination Transaction means:

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Internal Distribution has the meaning set forth in the recitals.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of the Over-Allotment Option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Bank Merger has the meaning set forth in the recitals.

  • Chapter 11 Plan means a plan of reorganization or liquidation filed in any of the Chapter 11 Cases under Section 1121 of the Bankruptcy Code.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Qualifying Acquisition has the meaning specified in Section 5.03.