Section 351 Exchange Plan definition

Section 351 Exchange Plan means the Section 351 Exchange Plan in the form of Annex II.
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Examples of Section 351 Exchange Plan in a sentence

  • By executing this Agreement, each Stockholder is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if he had subscribed his signature thereon.

  • No Stockholder has any intention or arrangement to sell or otherwise dispose of any Parent Stock to be received pursuant to this Agreement and the Section 351 Exchange Plan.

  • By executing this Agreement, each Shareholder is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if he had subscribed his signature thereon and Seller is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if a duly authorized officer of Seller had executed the Section 351 Exchange Plan for and in the name of and on behalf of Seller.

  • Upon the approval of this Agreement by the holders of not less than 80% of the shares of Old TMG Stock then issued and outstanding, each Stockholder shall be deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if such Stockholder has subscribed its signature thereon.

  • By executing this Agreement, the Shareholder is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if he had subscribed his signature thereon and Seller is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if a duly authorized officer of Seller had executed the Section 351 Exchange Plan for and in the name of and on behalf of Seller.

  • No Stockholder has any intention or arrangement to sell or otherwise dispose of any Purchaser Stock to be received pursuant to this Agreement and the Section 351 Exchange Plan.

  • Upon the approval of this Agreement by the holders of not less than 80% of the shares of Old ACG Stock then issued and outstanding, each Stockholder shall be deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if such Stockholder has subscribed its signature thereon.

  • Stockholder has no intention or arrangement to sell or otherwise dispose of any Purchaser Stock to be received pursuant to this Agreement and the Section 351 Exchange Plan.

Related to Section 351 Exchange Plan

  • 1031 TAX EXCHANGE The seller of this property may facilitate this sale by use of a 1031 Exchange, and the buyer agrees to sign additional 1031 Exchange documents if required. CONDITION OF PROPERTY: THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY BY FORECLOSURE, DEED-IN-LIEU OF FORECLOSURE, FORFEITURE, TAX SALE, RIGHT OF EMINENT DOMAIN OR SIMILAR PROCESS AND CONSEQUENTLY AND OR ANY OTHER WAY. THE SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. XXXXX HAS HAD THE RIGHT TO INSPECT PROPERTY. THE PROPERTY IS SOLD AS IS, SUBJECT TO ANY AND ALL LOCAL GOVERMENT HOUSING CODE VIOLATIONS. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE PURCHASER ACKNOWLEDGES THAT THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN IN RESPECT TO: (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY OR IMPROVEMENTS;

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Company’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Qualified Exchange means any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock or of Indebtedness of the Company issued on or after the Issue Date with the Net Cash Proceeds received by the Company from the substantially concurrent sale of Qualified Capital Stock or any exchange of Qualified Capital Stock for any Capital Stock or for Indebtedness of the Company issued on or after the Issue Date.

  • Company Stock Option Plans shall have the meaning set forth in Section 3.07(a).

  • Section 409A means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

  • Company Stock Option Plan means each share option plan, share award plan, share appreciation right plan, phantom share plan, share option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any share, option, warrant or other right to purchase or acquire shares of the Company or right to payment based on the value of Company shares has been granted or otherwise issued.

  • Pre-Exchange Transfer means any transfer or distribution in respect of one or more Common Units (i) that occurs prior to an Exchange of such Common Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.

  • Equity Award Exchange Ratio means the sum, rounded to the four decimal places, equal to (i) the Exchange Ratio, plus (ii) the quotient of (A) the Cash Consideration, divided by (B) the Parent ADS Price.

  • Change in Control Event means any of the following:

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Share Exchange has the meaning set forth in Section 2.1.

  • Permitted Debt Exchange shall have the meaning provided in Section 2.15(a).

  • Section 162(m) Exemption means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

  • 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.

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

  • Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.

  • Section 162(m) of the Code means the exception for performance-based compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.