Tax Contingency definition

Tax Contingency has the meaning set forth in Section 2(g) hereof.
Sample 1Sample 2
Tax Contingency has the meaning given such term in Section 2(b) hereof.
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2

Examples of Tax Contingency in a sentence

  • 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.

  • 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.

  • These overviews varied substantially since there was no clear agreement on how to calculate the student-staff ratio.

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

  • 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.

  • As the bonfire event has been cancelled this year the predicted payments to be made between now and next April are as follows:Shires Pay Roll-£0090.00Clerk Salary-£1600.00HMRC-£0600.00Website-£0330.00Remembrance Wreath-£0020.00Parish Maintenance-£1400.00 TOTAL £4040.00 Assuming no other payments are made other than those listed above it will mean that in April 2021 there will be approximately £2499.59 in the Mere Parish Council cheque account.

  • Onzick said that $750,000 of funds remaining in the RTA Sales Tax Contingency Fund will be transferred to the Public Safety Sales Tax to fund vehicles for the Sheriff's Office.

  • The Merger Agreement shall control the issuance of fractional shares if, consistent with the Tax Contingency Disclosure, any BHE Stock is issued under the Plan.

Related to Tax Contingency

  • Contingency means the identified and possible or already occurred fault of an element, including not only the transmission system elements, but also significant grid users and distribution network elements if relevant for the transmission system operational security;

  • Contingency Fund means a monetary amount that continues month to month, if approved by a case manager, that is set aside in the Independent Choices Program service budget to purchase identified items that substitute for personal assistance.

  • National Contingency Plan or “NCP” shall mean the National Oil and Hazardous Substances Pollution Contingency Plan promulgated pursuant to Section 105 of CERCLA, 42 U.S.C. § 9605, codified at 40 C.F.R. Part 300, and any amendments thereto.

  • contingency fee means any payment or other compensation that is contingent upon or is calculated upon the basis of a degree of success in soliciting or obtaining a Government contract or negotiating the whole or any part of its terms;

  • Contingency operation means a military operation that results in the call or order to, or retention on, active duty of members of the uniformed services during a war or during a national emergency declared by the President or Congress.

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

  • MREL Disqualification Event means that, at any time, all or part of the outstanding nominal amount of Securities is or will be excluded fully or partially from the eligible liabilities available to meet the MREL Requirements provided that: (a) the exclusion of a Series of such Securities from the MREL Requirements due to the remaining maturity of such Securities being less than any period prescribed thereunder, does not constitute a MREL Disqualification Event; (b) the exclusion of all or some of a Series of Securities due to there being insufficient headroom for such Securities within a prescribed exception to the otherwise applicable general requirements for eligible liabilities does not constitute a MREL Disqualification Event; and (c) the exclusion of all or some of a Series of Securities as a result of such Securities being purchased by or on behalf of the Issuer or as a result of a purchase which is funded directly or indirectly by the Issuer, does not constitute a MREL Disqualification Event.

  • 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 means the receipt by the Issuer of an opinion of an Authorized Public Accountant in Finland (reputable and experienced in such matters) to the effect that, as a result of a change in the applicable accounting standards or interpretation thereof, the equity treatment of the Capital Notes as “equity” in full in the Issuer’s consolidated financial statements has or will cease.

  • Contingency Reserve means a reserve established for the protection of policyholders covered by policies insuring munici- pal bonds against the effect of excessive losses occurring during adverse economic cycles.

  • Management Plan means a plan to manage the activities and protect the special value or values in an Antarctic Specially Protected Area or an Antarctic Specially Managed Area.

  • Operational Control means Security monitoring, adjustment of generation and transmission resources, coordinating and approval of changes in transmission status for maintenance, determination of changes in transmission status for reliability, coordination with other Balancing Authority Areas and Reliability Coordinators, voltage reductions and load shedding, except that each legal owner of generation and transmission resources continues to physically operate and maintain its own facilities.

  • Special Dividend means any special or abnormal dividend or distribution in respect of securities (including a distribution of income or capital) and includes a dividend or distribution described by the entity declaring that dividend or distribution as:

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

  • Terminating Event means any of the following events:

  • 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.

  • Special Diet means specially prepared food or particular types of food, ordered by a physician and periodically monitored by a dietician, specific to an individual's medical condition or diagnosis that are needed to sustain an individual in the individual's home. Special diets are supplements and are not intended to meet an individual's complete daily nutritional requirements. Special diets may include:

  • 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.

  • 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.

  • Index Related Payment Date means, in relation to any Indexand an IndexDetermination Date, any payment date under the Preference Shares for which the amount payable is calculated by reference to the Indexas determined on such IndexDetermination Date;

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

  • Reduction Event means any of the following:

  • Capital Event means and includes: (i) any transaction involving the sale, exchange or other disposition of the Project or the Company (but excluding any incidental sales or exchanges of tangible personal property and fixtures), (ii) any financing, refinancing or borrowing secured by the Project or the Company, and (iii) any condemnation or recovery of damage awards and property insurance proceeds (excluding proceeds from any rent or business interruption insurance).

  • Special Condition means a condition of a Transporter's Licence or Shipper's Licence other than a Standard Condition;

  • 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).