Section 351 Plan definition

Section 351 Plan means the Section 351 Plan of Merger and Exchange in the form attached hereto as Exhibit E.
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Section 351 Plan means the Section 351 Plan of Merger and Exchange in the form attached hereto as Exhibit D. “Series B Preferred Stock” has the meaning set forth in the recitals. “Shares” means Royale Shares or Matrix Shares or shares of capital stock of any Constituent Corporation as the context may require. “Stockholder” means a Matrix Stockholder, a Royale Stockholder or a Parent Stockholder, as the context shall require. “Subsidiary” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries. “Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties. “Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. 14 “Union” has the meaning set forth in Section 5.17(b). ARTICLE II
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Examples of Section 351 Plan in a sentence

  • Simultaneously with the execution hereof, the parties hereto shall execute the Section 351 Plan of Exchange in the form set forth in Exhibit 10.22 hereto.

  • The parties hereto acknowledge that they have received and reviewed (i) the Section 351 Plan of Exchange in the form set forth in Exhibit D (the “Plan of Exchange”) and (ii) the Proxy Statement/Prospectus.

  • The other transactions contemplated by the Section 351 Plan shall have been concurrently consummated in accordance with the Section 351 Plan attached as Exhibit E.

  • As to the Royale shareholders, the Transaction, executed in conjunction with the Merger Agreement and the Section 351 Plan of Merger and Exchange, supports a conclusion that the Transaction qualifies for non-recognition of gain and loss under Code section 351(a).

  • This Section 351 Plan of Exchange (this "PLAN") has been duly adopted by the board of directors of Frontier Natural Gas Corporation, an Oklahoma corporation (the "COMPANY"), and the undersigned parties hereto for the purpose of describing the general terms and conditions of a series of related transactions.

  • On or prior to -------------------------------------------- the Closing Date, the holders of the outstanding capital stock of GroupMAC Management Co. (formerly named Group Maintenance America Corp.), a Delaware corporation, shall transfer their shares of common stock of GroupMAC Management Co. to Parent in exchange for Parent Common Stock on a one-for-one basis pursuant to the Section 351 Plan.

  • Prior to the Closing Date, Parent shall ---------------- adopt, and Parent and the Stockholders shall execute and deliver, a Section 351 Plan in the form of Exhibit 1.2.2 (the "Section 351 Plan").

Related to Section 351 Plan

  • 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 4(2) shall have the meaning set forth in the recitals of this Agreement.

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • 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.

  • Section 338 Forms means all returns, documents, statements, and other forms that are required to be submitted to any federal, state, local or foreign Taxing authority in connection with a Section 338(h)(10) Election, including, without limitation, any "statement of Section 338 Election" and IRS Form 8023 (together with any schedules or attachments thereto) that are required pursuant to Treasury regulations.

  • Section 423 Component means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that are intended to satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

  • 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.

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

  • 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).

  • 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.

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

  • 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.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

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

  • Business Benefit Plan means each Benefit Plan that is contributed to, sponsored, maintained or entered into by Seller or a Retained Subsidiary, a Purchased Subsidiary or any Affiliate of any of them for the benefit of any Business Employee.

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).

  • Basic health benefit plan means any plan offered to an individual, a small group,

  • Stock Option Plans means any stock option plan now or hereafter adopted by the Partnership or the General Partner.

  • the Code means the Pension Regulator’s Code of Practice No 14 governance and administration of public service pension schemes.

  • Change in Control Event means any of the following:

  • Parent Benefit Plan means an Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.

  • Section 382 means Section 382 of the Code, or any comparable successor provision.

  • Option Plans has the meaning set forth in Section 2.6 below.

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Section 280G means Section 280G of the Code and the Treasury regulations promulgated thereunder or any similar or successor provision.