Material United States Federal Income Tax Considerations definition

Material United States Federal Income Tax Considerations. For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and disposition of the Notes, please see “Material United States Federal Income Tax Considerations” in the Prospectus Supplement. The Notes will be “variable rate debt instruments” as described in the Prospectus Supplement under “Material United States Federal Income Tax Considerations — United States Holders — Floating Rate Notes”. Joint Book-Running Managers: Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Co. LLC Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC RBC Capital Markets, LLC Co-Managers: BNY Mellon Capital Markets, LLC ICBC Standard Bank Plc Loop Capital Markets LLC Santander Investment Securities Inc. The Xxxxxxxx Capital Group, L.P. Junior Co-Managers: Academy Securities, Inc. CastleOak Securities, L.P. MFR Securities, Inc. Xxxxxxxx Financial Group, Inc. Concurrent Offering. Concurrently with the offering of the Notes, the Company is offering $750,000,000 aggregate principal amount of its 1.800% Notes Due 2020 and $750,000,000 aggregate principal amount of its 2.950% Notes Due 2027 (collectively, the “Other Notes”) pursuant to a separate pricing term sheet. The Notes and the Other Notes will be part of a single series of the Company’s senior debt securities under the indenture designated as Medium-Term Notes, Series G.
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Material United States Federal Income Tax Considerations in the Time of Sale Information and the Prospectus, insofar as such statements constitute a summary of the legal matters or documents referred to therein, are accurate in all material respects. 11. The Company is not, and immediately after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described under “Use of Proceeds” in the Time of Sale Information and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. We have participated in the preparation of the Registration Statement, the Disclosure Package and the Final Prospectus, including participation in conferences with officers of the Company and the Company’s accountants. Although we have not undertaken to determine independently and assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Final Prospectus (except as provided in paragraph 9 above), based on that participation, we have no reason to believe that (1) the Registration Statement, at each time it became effective under the Act and (2) the Final Prospectus, as of its date and the date hereof in light of the circumstances under which they were made, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except, in the case of the Registration Statement, the Form T-1s and in the case of the Registration Statement and the Final Prospectus, the financial statements and other financial and statistical data included or incorporated by reference therein, as to which we express no opinion or belief). Additionally, we have no reason to believe that the Disclosure Package, as of the Applicable Time of Sale, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial information contained therein, as to which we express no opinion or belief).
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Material United States Federal Income Tax Considerations. For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and disposition of the Notes, please see “Material United States Federal Income Tax Considerations” in the Prospectus Supplement, as supplemented by the discussion in the immediately following paragraphs captioned “Backup Withholding Rates” and “Foreign Account Tax Compliance Act”.
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Examples of Material United States Federal Income Tax Considerations in a sentence

  • Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, the discussion set forth in the Retail Prospectus Supplement under the heading "Material United States Federal Income Tax Considerations," to the extent describing matters of United States federal income tax law or legal conclusions with respect thereto, is our opinion.

  • We hereby consent to being named as counsel to the Issuers in the Registration Statement, to the references therein to our firm under the caption "Material United States Federal Income Tax Considerations," and to the inclusion of this opinion as an exhibit to the Registration Statement.

  • Accordingly, even if the Plan is confirmed by the Bankruptcy Court, there can be no assurance that the Plan will be consummated.2. Material United States Federal Income Tax Considerations THERE ARE A NUMBER OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS, RISKS AND UNCERTAINTIES ASSOCIATED WITH CONSUMMATION OF THE PLAN.

  • We hereby consent to the filing of this opinion as an exhibit to the Prospectus, or any amendment pursuant to Rule 462 under the Act, and to the use of our name under the heading "Legal Matters" and "Material United States Federal Income Tax Considerations" in the Prospectus, or any amendment pursuant to Rule 462 under the Act.

  • Based upon the foregoing, the discussion set forth in the Joint Proxy Statement under the caption "The Merger -- Material United States Federal Income Tax Considerations" constitutes our opinion.

  • In addition, we consent to the use of our name in the Prospectus under the headings "Material United States Federal Income Tax Considerations" and "Legal Matters" and to the filing of this opinion with the Commission as an exhibit to the Registration Statement.

  • All Holders should consult the "Material United States Federal Income Tax Considerations" section of the Prospectus.

  • Based upon and subject to the foregoing, as well as the limitation set forth below, we confirm that the federal income tax consequences to the CoreComm shareholders set forth under the subheadings "Treatment of CoreComm Shareholders" and "Reporting Requirements," which are under the heading "Material United States Federal Income Tax Considerations" in the Forms S-4, constitute our opinions with respect to such matters.

  • Investors who are U.S. persons should consult with their tax advisors as to whether or not to make such election and the related consequences and should carefully review the information set forth under ‘‘Material Tax Considerations — Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Passive Foreign Investment Company Status and Related Tax Consequences’’ for additional information.

  • You have requested our opinion concerning certain United States federal income tax consequences of the Merger and the accuracy of the discussion contained under the caption "Material United States Federal Income Tax Considerations" in the Joint Proxy Statement/Prospectus (the "Prospectus"), which is included in the Registration Statement on Form S-4 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission").


More Definitions of Material United States Federal Income Tax Considerations

Material United States Federal Income Tax Considerations. For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and disposition of the Notes, please see “Material United States Federal Income Tax Considerations” in the Prospectus Supplement. Joint Book-Running Managers: Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Co. LLC Credit Suisse Securities (USA) LLC Mizuho Securities USA LLC RBC Capital Markets, LLC Co-Managers: BNY Mellon Capital Markets, LLC ICBC Standard Bank Plc Loop Capital Markets LLC Santander Investment Securities Inc. The Xxxxxxxx Capital Group, L.P. Junior Co-Managers: Academy Securities, Inc. CastleOak Securities, L.P. MFR Securities, Inc. Xxxxxxxx Financial Group, Inc. Concurrent Offering. Concurrently with the offering of the Notes, the Company is offering $500,000,000 aggregate principal amount of its Floating Rate Notes Due 2020 (the “Other Notes”) pursuant to a separate pricing term sheet. The Notes and the Other Notes will be part of a single series of the Company’s senior debt securities under the indenture designated as Medium-Term Notes, Series G.
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Material United States Federal Income Tax Considerations. For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and disposition of the New Notes, please see “Material United States Federal Income Tax Considerations” in the Prospectus Supplement, as supplemented by the discussion in the immediately following paragraphs captioned “Qualified Reopening” and “Pre-Issuance Accrued Interest”. Qualified Reopening The New Notes will be issued in a “qualified reopening” of the Existing Notes for U.S. Federal income tax purposes. Accordingly, the New Notes will be considered to have the same issue date and issue price as the Existing Notes and will be fungible with the Existing Notes for United States federal income tax purposes. Pre-Issuance Accrued Interest A portion of the amount paid for the New Notes will be allocable to interest that accrued prior to the date the New Notes are purchased. The Company intends to take the position that, on the first interest payment date for the New Notes, a portion of the interest paid on the New Notes in an amount equal to the pre-issuance accrued interest from June 6, 2017 to the settlement date referred to above (“pre-issuance accrued interest”) will be treated as a return of such pre-issuance accrued interest and not as a payment of interest on the New Notes. Amounts treated as a return of pre-issuance accrued interest should not be taxable when received by a United States Holder (as defined in the Prospectus Supplement), but should reduce the United States Holder’s adjusted tax basis in the New Notes by a corresponding amount (in the same manner as would a payment of principal). United States Holders should consult their tax advisors concerning the tax treatment of pre-issuance accrued interest. Sole Book-Running Manager: Xxxxxx Xxxxxxx & Co. LLC Plan of Distribution. The following information supplements the information appearing under the caption “Plan of Distribution” in the Prospectus Supplement. Pursuant to a terms agreement dated the date hereof, the sole book-running manager (the “underwriter”) named above, acting as principal, has agreed to purchase the New Notes from the Company. The obligation of the underwriter to purchase the New Notes is subject to conditions and the underwriter is obligated to purchase all of the New Notes if any are purchased. The Company estimates that expenses of the offering of the New Notes payable by the Company, excluding underwriting discounts and commissions, will be $160,000.
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Material United States Federal Income Tax Considerations and "Underwriting" in the Prospectus Supplement relating to the Notes, dated [___________], attached hereto and hereinafter referred to as the "Prospectus Supplement", and the sections entitled "Description of Debt Securities", and "Plan of Distribution" in the Prospectus relating to the Notes, dated [__________], attached hereto and hereinafter referred to as the "Prospectus". Unless otherwise specified in the applicable Pricing Supplement, the Notes will be issued in book-entry form (each, a "Book-Entry Note") and will be represented by a fully registered master global note certificate (the "Master Global Note"). The Master Global Note shall be in a form approved by the Issuer, the Agents, The Depository Trust Company ("DTC") and the Trustee. Prior to the issuance of any Notes, the Trustee shall authenticate the Master Global Note and hold it as custodian for DTC. Except under the limited circumstances described in the Indenture, beneficial owners of Book-Entry Notes will not be entitled to receive a certificate representing such Notes. At the option of the Issuer, Notes may also be issued in certificated form. Prior to accepting any offer to purchase Notes in certificated form, the Issuer shall deliver to the Trustee an adequate supply of duly executed certificated Notes. Administrative procedures and specific terms of the offering are explained below -- Part I indicating procedures applicable to all Notes, Part II indicating specific procedures for Book-Entry Notes, and Part III indicating specific procedures for Notes issued in certificated form. Administrative and record keeping responsibilities will be handled for the Issuer by its Treasury Department. The Issuer will advise the Agents in writing of those persons handling administrative responsibilities with whom the Agents are to communicate regarding offers to purchase Notes and the details of their delivery. Unless otherwise defined herein, terms defined in the Indenture (or any applicable Board Resolution referred to therein related to the Notes) shall be used herein as therein defined.
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Material United States Federal Income Tax Considerations and "ERISA Considerations" and in the Registration Statement under Item 34, to the extent that it constitutes matters of law, summaries of legal matters, the Company's charter and bylaws or legal proceedings, or legal conclusions, has been reviewed by us and are accurate summaries and fairly and correctly present, in all material respects, the information called for with respect to such documents and matters.
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Related to Material United States Federal Income Tax Considerations

  • Federal Income Tax means any Tax imposed by Subtitle A of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • Non-United States Tax Person Any Person other than a United States Tax Person.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • United States Tax Person A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Federal internal revenue code means the internal revenue code of the United States in effect on the last day of the taxpayer's tax year.

  • Outside the United States means a location outside the geographic boundaries of the United States, Puerto Rico, the United States Virgin Islands, and any territory, insular possession, or other location subject to the jurisdiction of the United States.

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Disqualified Non-United States Tax Person With respect to any Class R Certificate, any Non-United States Tax Person or agent thereof other than: (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Class R Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has furnished the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Class R Certificate will not be disregarded for United States federal income tax purposes.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Tax Regulations means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code. “Yield” of

  • Goods and Services Tax (Compensation to States) Act means the Goods and Services Tax (Compensation to States) Act, 2017;

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.

  • Tax Code means the Internal Revenue Code of 1986, as amended.

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

  • Swiss Federal Tax Administration means the tax authorities referred to in article 34 of the Swiss Withholding Tax Act.