Tax Contingency definition

Tax Contingency has the meaning set forth in Section 2(g) hereof.
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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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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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement F Release Agre▇▇▇▇▇ G Extension of Agreement for Satisfaction of Judgment H Settlement with Visby Marketing Group, Inc.

  • To the extent that such a Tax Contingency exists and the Company has filed a Shelf Registration Statement covering resales of the Original Debentures by the 150th day following the Closing Date, then clauses (B) and (b) of the immediately preceding paragraph shall not apply, and to the extent a Tax Contingency exists on the 180th day following the Closing Date, the period specified in clauses (C) and (c) of the immediately preceding paragraph will be 240 days.

  • The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the staff of the SEC and that, with respect to any Series A Security tendered for exchange, a Tax Contingency shall not have occurred prior to the date such security is exchanged.

  • 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.