Tax Contingency definition

Tax Contingency has the meaning given such term in Section 2(b) hereof.
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Tax Contingency means that the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty as to whether, consummation of the Registered Exchange Offer would result in an adverse tax consequence to the Company.
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Tax Contingency has the meaning set forth in Section --------------- 2(g) hereof.
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Examples of Tax Contingency in a sentence

  • Parent may designate one person as its representative, who shall be kept fully informed by, and whose advice shall be conveyed to, legal counsel retained by the Company to represent it in connection with the Tax Contingency.

  • In addition to and not in limitation of, the termination rights set forth in the Merger Agreement, as amended by the Prior Amendments, the Merger Agreement, as amended by the Prior Amendments and this Third Amendment shall terminate if, on or before July 31, 1997 both (a) the Tax Contingency shall not have been resolved to the satisfaction of Parent, and (b) the Merger shall not have been consummated.

  • The Company acknowledges that the Tax Contingency is a Company Material Adverse Effect and the parties desire to further amend the Merger Agreement to adequately reflect the impact of the Tax Contingency on the Company.

  • Payroll Tax Contingency From the inception of the Company, management has relied on several independent contractors to perform services for the Company.

  • Gregory Morris -------------------------------- Title: Vice President, Treasurer and Chief Financial Officer ------------------------------- EXHIBITS -------- Exhibit ------- A Conditions to the Offer B Tax Contingency Agreement C Escrow Agreement D Buccellato Settlement Agreement E Xxxxxx Xxxxxxxxx Agreement F Release Agrexxxxx G Extension of Agreement for Satisfaction of Judgment H Settlement with Visby Marketing Group, Inc.

  • Parent, Merger Sub and the Company desire to revive the Merger Agreement and to further amend the Merger Agreement, to adequately reflect the impact of the Tax Contingency on the Company.

  • The Company hereby agrees that it shall not settle the Tax Contingency prior to Consummation of the Offer without the express written consent of Parent.

  • See "SPECIAL FACTORS--The Tax Claims; The Escrow Agreement; The Tax Contingency Settlement Agreement" in the Offer to Purchase.

  • If the Conditions to the Offer are met, immediately preceding the Consummation of the Offer, the Company shall enter into the "Tax Contingency Settlement Agreement" with persons mutually satisfactory to Company and Merger Sub and designated as the Stockholder Representatives (as such term is defined in the Tax Contingency Settlement Agreement), in the form attached hereto as Exhibit B, which Stockholder Representatives shall accept such position at the request of the Company.

  • To the extent that such a Tax Contingency exists on the 150th day following the Closing Date, then clauses (A) and (1) of the preceding paragraph shall not apply.


More Definitions of Tax Contingency

Tax Contingency has the meaning set forth in Section 2.5(e)(ii).
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Related to Tax Contingency

  • Capital Disqualification Event has the meaning specified in Section 1.1 of the Indenture.

  • Investment Company Event means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion, will be considered an Investment Company that is required to be registered under the Investment Company Act which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the issuance of the Debentures.

  • Accounting Event has the meaning set forth in the Supplemental Indenture.

  • Event of Taxability means a change in law or fact or the interpretation thereof, or the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the Finance Authority, or the failure to take any action by the Finance Authority, or the making by the Finance Authority of any misrepresentation herein or in any certificate required to be given in connection with the issuance, sale or delivery of the Bonds) which has the effect of causing interest paid or payable on the Bonds to become included, in whole or in part, in the gross income of the Bondholder or any former Bondholder for federal income tax purposes.

  • Potential Amortization Event means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Terminating Event means any of the following events:

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Sharing Event means (i) the occurrence of any Event of Default with respect to any Borrower pursuant to Section 12.05, (ii) the declaration of the Total Revolving Loan Commitment termination, or the acceleration of the maturity of any Revolving Loans, in each case pursuant to the last paragraph of Section 12 or (iii) the failure of any Borrower to pay any principal of, Face Amount of, or interest on, Revolving Loans or any Letter of Credit Obligations on the Maturity Date.

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Capital Call Notice As defined in Section 3.2(a).

  • Reduction Event means any of the following:

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Tax Event Redemption means, if a Tax Event shall occur and be continuing, the redemption of the Notes, at the option of the Company, in whole but not in part, on not less than 30 days nor more than 60 days prior written notice.

  • Capital Event means a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

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

  • Rating Event means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the request of the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

  • Appraisal Reduction Event With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes a Modified Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly Payment, which does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the date occurring 60 days after the date on which such Balloon Payment was due (except as described in the immediately following clause (B)) or (B) if the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a copy thereof to the Special Servicer) or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer) a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after the Balloon Payment was due, the date occurring 120 days after the date on which the Balloon Payment was due (or such shorter period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar official is appointed and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after the related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy, insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Serviced Loan remains outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any other Serviced Companion Loan(s) included as part of that Serviced Loan Combination. No Appraisal Reduction Event may occur at any time when the aggregate Certificate Balance of all Classes of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates) has been reduced to zero. The Special Servicer shall notify the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing events.

  • Notice Event means any of the events enumerated in paragraph (b)(5)(i)(C) of the Rule and listed in Section 4(a) of this Disclosure Agreement.

  • Liquidating Event has the meaning set forth in Section 13.1 hereof.