Merger Tax Opinions definition

Merger Tax Opinions means the Company Merger Tax Opinion and the Parent Merger Tax Opinion.
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Merger Tax Opinions has the meaning set forth in the Merger Agreement.
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Merger Tax Opinions means the Starwood Merger Tax Opinion and the ILG Merger Tax Opinion.
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Examples of Merger Tax Opinions in a sentence

  • Each of Raytheon, UTC, and Merger Sub shall deliver to Raytheon Tax Counsel and UTC Tax Counsel for purposes of the Merger Tax Opinions customary representations, assumptions and undertakings, reasonably satisfactory in form and substance to Raytheon Tax Counsel and UTC Tax Counsel (the “Merger Tax Representation Letters”).

  • Each of the Company, Verizon and Spinco shall deliver to Company Tax Counsel and Verizon Tax Counsel for purposes of the Merger Tax Opinions customary representations and covenants, including those contained in certificates of the Company, Verizon, Spinco and others, reasonably satisfactory in form and substance to Company Tax Counsel and Verizon Tax Counsel.

  • Each of Grizzly, Burgundy and Spinco shall deliver to Grizzly Tax Counsel and Burgundy Tax Counsel for purposes of the Merger Tax Opinions customary representations and covenants, including those contained in certificates of Grizzly, Burgundy, Spinco and others, reasonably satisfactory in form and substance to Grizzly Tax Counsel and Burgundy Tax Counsel.

  • Each of Telaria, Rubicon Project, and Merger Sub shall deliver to Telaria Tax Counsel and Rubicon Project Tax Counsel for purposes of the Merger Tax Opinions customary representations, assumptions and undertakings, reasonably satisfactory in form and substance to Telaria Tax Counsel and Rubicon Project Tax Counsel (the “Merger Tax Representation Letters”).

  • Starwood and Vistana shall use commercially reasonable efforts to cause the delivery of the Distribution Tax Opinion and the Merger Tax Opinions.

  • Each of the Company, MWV and Spinco shall deliver to Company Tax Counsel and MWV Tax Counsel for purposes of the Merger Tax Opinions customary representations and covenants, including those contained in certificates of the Company, MWV, Spinco and others, reasonably satisfactory in form and substance to Company Tax Counsel and MWV Tax Counsel.

  • Each of the Parties shall deliver to Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxxxxx LLP for purposes of the Merger Tax Opinions (and shall cause their Subsidiaries and stockholders to deliver) reasonably requested representations and covenants reasonably satisfactory in form and substance to Xxxxxxxx & Xxxxx LLP and Xxxxx Xxxxxxxxxx LLP.

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  • Except as otherwise required by a Final Determination, all Tax Returns filed by TWDC, Citadel, Spinco, or any of their respective Subsidiaries, after the date of this Agreement shall be prepared in accordance with applicable law and shall be in form and substance consistent with the intended tax treatment of the Transaction as set forth in the Letter Ruling, the DB Opinion and the Merger Tax Opinions.

  • Each Party covenants and agrees, on behalf of itself and its Subsidiaries, that, except as required by a Final Determination (other than an IRS Form 870-AD), it will not take any position (on a Tax Return, in a Tax proceeding or audit or otherwise, in each case to the extent that the taking of the position is within its control hereunder) that is inconsistent with the intended tax treatment of the Transaction as set forth in the Letter Ruling, the DB Opinion and the Merger Tax Opinions.


More Definitions of Merger Tax Opinions

Merger Tax Opinions has the meaning set forth in the Recitals of this Agreement.
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Merger Tax Opinions means the Company Merger Tax Opinion and the Merger Partner Merger Tax Opinion.
Sample 1

Related to Merger Tax Opinions

  • Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

  • 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.

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

  • Unqualified Tax Opinion means a “will” opinion, without substantive qualifications, of a nationally recognized Law or accounting firm, to the effect that a transaction will not affect the Tax-Free Status of the Transactions.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • 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.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Ruling Documents means the Ruling and the Ruling Request.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Merger Sub Board means the board of directors of Merger Sub.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • EC Merger Regulation means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.