Section 382 Ownership Shift definition

Section 382 Ownership Shift means on any day on which Company undergoes an “owner shift”, the aggregate increase in the percentage of Company’s stock owned by each “5-percent shareholder” over the lowest percentage of Company’s stock owned by such shareholder at any time during the “testing period.” For these purposes, the terms “owner shift,” “5-percent shareholder” and “testing period,” shall have the meanings accorded them under section 382 of the Code, and this clause shall be interpreted consistently with the intent of Company and Purchasers to avoid an “ownership change” of Company, within the meaning of section 382(g)(1) of the Code. The determination of the size of the Section 382 Ownership Shift shall be made by Requisite Purchasers in good faith and in accordance with the principles of the preceding sentence, after reasonable consultation with Company.
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Examples of Section 382 Ownership Shift in a sentence

  • Notwithstanding the foregoing, a distribution from the Share Investment Account, if applicable, shall be made prior to a distribution from the Participant's Account having the next highest order of priority determined hereunder.

  • The organizational structure and capital structure of Company and its Subsidiaries, shall be as set forth on Schedule 4.1. The Section 382 Ownership Shift (as of Company’s last “owner shift”) shall not exceed 46 percent; provided that this shall be determined without taking into account the issuance of, amendment to, or exercise of the Warrants.

  • The organizational structure and capital structure of Company and its Subsidiaries, shall be as set forth on Schedule 4.1. The Section 382 Ownership Shift (as of Company’s last “owner shift”) shall not exceed 46 percent; provided that this shall be determined without taking into account the exercise of the Warrants.

  • The organizational structure and capital structure of Company and its Subsidiaries shall be as set forth on Schedule 4.2. The Section 382 Ownership Shift (as of Company’s last “owner shift”) shall not exceed 35 percent.

  • No Note Party shall, nor shall it permit any of its Subsidiaries to, issue any Capital Stock if such issuance would cause the Section 382 Ownership Shift to exceed 35.0%.

  • The organizational structure and capital structure of Company and its Subsidiaries, shall be as set forth on Schedule 4.1 and 4.2. The Section 382 Ownership Shift (as of Company’s last “owner shift”) shall not exceed 46 percent; provided that this shall be determined without taking into account the issuance of, amendment to, or exercise of the Warrants.

  • For the avoidance of doubt, this consent shall not be construed as a waiver of limit contained in Section 6.19 of the Note Purchase Agreement regarding a Section 382 Ownership Shift.