Examples of Owner Shift in a sentence
No Initial Five-Percent Shareholder shall be permitted to cause a greater “owner shift” than the Owner Shift Limit of such Initial Five-Percent Shareholder.
The Board shall authorize any Proposed Transaction that, taking into account all prior transfers effected during the applicable “testing period” under Section 382, does not result in an aggregate Owner Shift of more than 45% for purposes of Section 382.
Each Initial Five-Percent Shareholder shall be permitted to acquire or dispose of Company Securities so long as, in the aggregate, the Company does not undergo an “owner shift” (as that term is defined in Section 382 of the Code and the Treasury Regulations thereunder) of greater than the Permitted Owner Shift in any “testing period” (as that term is defined in Section 382 of the Code and the Treasury Regulations thereunder).
Within five (5) Business Days following the date of delivery of a Section 382 Notice, Parent shall deliver to the Stockholder a determination (including supporting analysis) as to whether, in its reasonable judgment based upon advice of outside tax counsel, such Share Acquisition would be more likely than not to result in an increase in the Aggregate Section 382 Owner Shift (such an affirmative determination, an “Owner Shift Determination”).
Furthermore, the Board shall approve, within three (3) Business Days of receiving a Request as provided in this Subsection (c), any proposed Transfer that does not result in any net Owner Shift.
For any transaction occurring between Initial Five-Percent Shareholders, any resulting “owner shift” shall be allocated equally to each such Initial Five-Percent Shareholder’s Owner Shift Limit.
Each 5% Shareholder at the Effective Date shall not be permitted to cause a greater “owner shift” in any “testing period” than the product of (i) the Permitted Owner Shift and (ii) a fraction equal to such 5% Shareholder’s ownership as of the Effective Date divided by the aggregate ownership of all 5% Shareholders as of the Effective Date (such product, the “Owner Shift Limit”).
Notwithstanding the foregoing, the Liquidating Trustee will provide the Liquidating Trustee Findings to PCC no later than July 14, 2005 along with reasonable support and detail for such Liquidating Trustee Findings sufficient to demonstrate that the Liquidating Trustee Findings meet the Threshold Standard, including, but not limited to, the KPMG reports entitled "Section 382 Ownership Change Analysis," "KPMG/382 Owner Shift Percentages," and NUBIG Report (the "Liquidating Trustee Findings Support").
Notwithstanding any provision of this Plan or the terms of any Award to the contrary, no Holder shall be permitted to exercise any Award to the extent that the Committee, acting in a commercially reasonable manner, determines that exercise of such Award would result in an Owner Shift, unless the Board has approved such Exercise.
Delivery of an executed signature page of this Agreement by electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.