Protective Statement definition
Protective Statement has the meaning ascribed to it in Section 3.3(a).
Protective Statement filed by such Investor pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to each Investor in the form satisfactory to such Investor as soon as reasonably practicable following the end of each taxable year of such Investor (but in no event later than 90 days following the end of each such taxable year), and shall provide such Investor with access to such other Company information as may be required for purposes of filing U.S. federal income tax returns in connection with such Qualified Electing Fund election or Protective Statement. In the event that any Investor who has made a “Qualified Electing Fund” election must include in its gross income for a particular taxable year its pro rata share of the Company’s earnings and profits pursuant to Section 1293 of the Code, the Company agrees, to the extent permitted by law, to make a dividend distribution to such Investor (no later than 90 days following the end of such Investor’s taxable year or, if later, 90 days after the Company is informed by such Investor that such Investor has been required to recognize such an income inclusion) in an amount equal to 50% of the amount so included by such Investor.
Protective Statement filed by any of the PFIC Investors pursuant to U.S. Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to each of the PFIC Investors in the form attached as Exhibit D (which shall be signed by an officer of the Company) as soon as reasonably practicable following the end of each taxable year of any of the PFIC Investors (but in no event later than ninety (90) days following the end of each such taxable year), and shall provide each of the PFIC Investors with such other Company information as may be required for purposes of filing U.S. federal income tax returns in connection with such “Qualified Electing Fund” election or “Protective Statement”, provided that the reasonable expenses incurred by the Company in connection with the foregoing information obligations shall be borne by each of the PFIC Investors pro rata based on the relative ownership of such Parties Each of the PFIC Investors, or their respective direct or indirect beneficial owners, as applicable, who has made a “Qualified Electing Fund” election must include in its gross income for a particular taxable year its pro rata share of the Company’s earnings and profits pursuant to Section 1293 of the US IRS Code, as amended (or any successor thereto). Subject to applicable Laws, the Company agrees to make a dividend distribution to such of the PFIC Investors (no later than sixty (60) days following the end of such PFIC Investor’s taxable year or, if later, sixty (60) days after the Company is informed by such Party, that such Party or its Affiliate has been required to recognize such an income inclusion) in an amount equal to fifty percent (50%) of the amount that would be so included by such PFIC Investor, if such PFIC Investor were a “United States person” as such term is defined in Section 7701(a)(30) of the US IRS Code and had such PFIC Investor made a valid and timely “Qualified Electing Fund” election that was applicable to such taxable year. In the event any dividend is paid pursuant to this Section 7.2(b), a like dividend shall, subject to applicable Laws, be paid to all other Shareholders.
Examples of Protective Statement in a sentence
In connection with any Qualified Electing Fund election made by the Purchasers or their Affiliates pursuant to Section 1295 of the Code or a Protective Statement filed by the Purchasers or their Affiliates pursuant to United States Treasury Regulation Section 1.1295-3, as amended, the Company will provide all information as well as access to any other information as requested or deemed necessary or advisable by the Purchasers.
More Definitions of Protective Statement
Protective Statement filed by such Preferred Shareholder pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide such Preferred Shareholder with annual financial information in the form to the satisfaction of such Preferred Shareholder as soon as reasonably practicable following the end of each taxable year of such Preferred Shareholder (but in no event later than forty-five (45) days following the end of each such taxable year), and shall, upon the request in writing by any Preferred Shareholder, provide such Preferred Shareholder with access to such other information, as is in the Company’s possession and reasonably available, as may be required for purposes of filing U.S. federal income tax returns in connection with such QEF Election or Protective Statement or otherwise as may be necessary for its compliance with tax law filing and reporting requirements. In the event that it is determined by the Company’s or such Preferred Shareholder’s tax advisors that the control documents in place between one or more of the Company’s wholly owned subsidiaries and/or the Company, on the one hand, and any of the Group Companies organized in the PRC that is not a wholly foreign owned enterprise, on the other hand, does not allow the Company to look through the Group Companies to their assets and income for purposes of the PFIC rules and regulations under the Code, the Company shall use its best efforts to take such actions as are reasonably necessary or advisable, including the amendment of such control documents, to qualify for such look-through treatment of the Group Companies under the PFIC rules and regulations under the Code. The Company is currently and at all times will be classified as a corporation (and not as a partnership) for U.S. federal income tax purposes and will not take any action (including the making of any election) inconsistent with such classification as a corporation.
Protective Statement filed by the Holders pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to the Holders to the satisfaction of the Holders and shall provide each Holder with such other company information as may be required for purposes of filing U.S. federal income tax returns in connection with such Qualified Electing Fund election or Protective Statement. The Company and the shareholders of the Company shall take necessary actions and provide necessary cooperation as reasonably requested by the a Holder based on the professional opinions of the counsels or accountants of such Holder, in order to comply with relevant regulations regarding PFIC matters.
Protective Statement has the meaning given to that term in Section 11.2(b) of this Agreement.