Tax Affiliates definition

Tax Affiliates. (defined as any Person in which the undersigned directly or indirectly through one or more intermediaries, owns any equity interest) do not and will not own, immediately before or immediately after this exercise, more than 4.95% of the shares of Common Stock of the Company outstanding as of the date hereof. For purposes of the foregoing sentence and subsection (c) below: (A) ownership of Common Stock shall include any long derivative or synthetic position and any other stock (as defined in Temporary Treasury Regulation Section 1.382-2T(f)(18) or any successor provision) of the Company held by the undersigned or its Tax Affiliates; (B) notwithstanding the foregoing clause (A), ownership of Common Stock shall not include any Common Stock which may be acquired pursuant to Section 2.1(b) of the Securities Purchase Agreement or by exercise of this Warrant (other than this exercise) or any other Warrants issued pursuant to the Securities Purchase Agreement until such Common Stock is purchased and issued; (C) any short actual, synthetic or derivative positions shall not decrease the amount of Common Stock that the undersigned and its Tax Affiliates are treated as owning, and (D) for purposes of calculating the percentage ownership interest of the undersigned and its Tax Affiliates as of a particular date, the aggregate number of shares of Common Stock outstanding shall be the number of outstanding shares of Common Stock of the Company most recently reported prior to such date by the Company in a filing with the SEC, provided, however, that if at least twenty (20) Business Days prior to this exercise, the Company informs the undersigned in writing that it has redeemed shares of its Common Stock and provides the undersigned with the number of outstanding shares of Common Stock following such redemption which the undersigned can rely upon for this purpose, the undersigned will use such revised number of outstanding shares instead, unless and until further updated by a subsequent SEC filing and/or Company notice pursuant hereto; and
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Tax Affiliates is defined in Section 5.19.
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Tax Affiliates means, with respect to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with, such Person (including the Chilean Partnership); provided, however, that for the purposes of this Agreement, the Seller and the -------- ------- Company will not be Tax Affiliates with respect to any period in which the Seller and the Company are not members of the same affiliated group (as such term is defined in Section 1504(c) of the Code).
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Examples of Tax Affiliates in a sentence

  • Proper and accurate amounts have been withheld by the Borrower and each of its Tax Affiliates from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

  • Proper and accurate amounts have been withheld by Group and each of its Tax Affiliates from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

  • The Borrower and each of its Tax Affiliates have withheld and timely paid to the respective Governmental Authorities all material amounts required to be withheld.

  • None of the Borrower or any of its Tax Affiliates has (i) executed or filed with the IRS any agreement or other document extending, or having the effect of extending, the period for assessment or collection of any charges; (ii) agreed or been requested to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; or (iii) any obligation under any written tax sharing agreement.

  • Proper and accurate amounts have been withheld by each Loan Party and each of its Tax Affiliates from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

  • Proper and accurate amounts have been withheld by each Loan Party and each of its Tax Affiliates from their respective employees for all periods in compliance (in all material respects) with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

  • If applicable, proper and accurate amounts have been withheld by the Borrower and each of its respective Tax Affiliates from their respective employees (if any) for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law and such withholdings have been timely paid to the respective Governmental Authorities.

  • Proper and accurate amounts have been withheld by the Administrative Borrower and each of its Tax Affiliates from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

  • Proper and accurate amounts have been withheld by the Borrower and each of its Tax Affiliates from their respective employees for all periods in compliance in all material respects with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

  • The Borrower and each of its Tax Affiliates shall file all Tax Returns required to be filed by it before such returns are delinquent and will pay all taxes, charges and other impositions reflected therein when due and payable, except where contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of such Group Member in conformity with GAAP.


More Definitions of Tax Affiliates

Tax Affiliates is defined in Section 4.11.
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Tax Affiliates means Tritium or the affiliated combined or unitary group of which Tritium is or was a member, and any individual member thereof.
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Tax Affiliates means Rapor or the affiliated combined or unitary group of which Rapor is or was a member, and any individual member thereof.
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Related to Tax Affiliates

  • Tax Affiliate means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower files or is eligible to file consolidated, combined or unitary tax returns.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Affiliates means, with respect to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

  • Non-Party Affiliates means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Company, Electriq Power or any of the respective affiliates or any of their respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives or any family member of the foregoing.

  • Controlled Affiliates means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, has Majority Control of or is Majority Controlled by or is under common Majority Control with the Person specified.

  • Participating Companies means any insurance company (including Insurance Company) that offers variable annuity and/or variable life insurance contracts to the public and that has entered into an agreement with one or more of the Funds.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Affiliated Persons or "AFFILIATES" means

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Affiliated has a correlative meaning.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

  • Participating Subsidiaries means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion.

  • Agent Affiliates as defined in Section 10.1(b)(iii).

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Target Companies means the Target and its Subsidiaries.