Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Shoe Option means the Initial Purchasers’ option to purchase up to seventy five million dollars ($75,000,000) aggregate principal amount of additional Notes as provided for in the Purchase Agreement.
Top-Up Option has the meaning set forth in Section 1.04(a).
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Aggregate Option Exercise Price means, as of any date of determination, the sum of the exercise prices payable upon exercise in full of all Vested Options held by all Optionholders immediately prior to the Effective Time, based on the Estimated Merger Consideration or the Final Adjusted Merger Consideration, as applicable.
Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;
3(i) Option means an Option granted pursuant to Section 3(i) of the Ordinance to any person who is Non- Employee.
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Vested Portion means, at any time, the portion of an Option which has become vested, as described in Section 3 of this Agreement.
Employee Option means an Option granted pursuant to Section 5.
Vested Option means any Option, which has already been vested according to the Vesting Dates.
Company Option means an option to purchase shares of Company Common Stock granted under the Company Incentive Plan.
Unvested Option means an Option in respect of which the relevant Vesting Conditions have not been satisfied and as such, the Option Grantee has not become eligible to exercise the Option.
Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.
Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.