Tax Matters Shareholder definition

Tax Matters Shareholder has the meaning set forth in Section 8.1.
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Tax Matters Shareholder shall have the same meaning as "tax matters partner" as set forth in Section 6231 of the Code and means the Shareholder designated as such pursuant to Section 25.2(a);
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Tax Matters Shareholder shall have the meaning given that term in -----------------------
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Examples of Tax Matters Shareholder in a sentence

  • The Tax Matters Shareholder shall prepare and file or cause to be prepared and filed any Tax Return required to be filed by or with respect to the Company or its Subsidiaries.

  • Notwithstanding any other provision of this Agreement, the Tax Matters Shareholder shall be entitled to control in all respects, and neither the Investor Member nor its Affiliates shall have the right to participate in, any Tax audits, examinations or other proceedings by any taxing authority of any Governmental Body with respect to any Tax Return of the Company or any of its Subsidiaries.

  • Except as otherwise provided in this Agreement, the Tax Matters Shareholder may, in its reasonable discretion, make or refrain from making any Tax elections allowed under applicable Law for the Company or any of its Subsidiaries.

  • The Tax Matters Shareholder shall have all of the rights, duties, powers and obligations provided for in sections 6221 through 6231 of the Code with respect to the Company.

  • For such time as the Company constitutes a partnership for U.S. federal income tax purposes, and Silver Lake and its affiliates in the aggregate own less than 25% of the number of Ordinary Shares owned by them immediately following the transactions contemplated by the Stock Purchase Agreement (as adjusted for share splits, reverse share splits, combinations, recapitalizations and similar transactions), the Tax Matters Shareholder shall be appointed by the Board.

  • The Tax Matters Shareholder shall represent the Company (at the Company's expense) in connection with all examinations of the Company's affairs by tax authorities, including resulting administrative and judicial proceedings, and may expend Company funds for professional services and costs associated therewith.

  • Each Shareholder agrees to cooperate with the Tax Matters Shareholder and to do or refrain from doing any or all things reasonably required by the Tax Matters Shareholder to conduct such proceedings.

  • Except as otherwise provided in this Agreement, the Tax Matters Shareholder may, in its sole discretion, make or refrain from making any Tax elections allowed under applicable law for the Company or any of its Subsidiaries; provided, that if an Investor Shareholder is reasonably likely to be adversely affected, the Tax Matters Shareholder shall consult with such Investor Shareholder in good faith before making or refraining from making such Tax elections.

  • Measuring conflict of interest and expertise on FDA Advisory Committees.

  • Notwithstanding any other provision of this Agreement, the Tax Matters Shareholder shall be entitled to control in all respects, and, unless an Investor Shareholder is reasonably likely to be materially adversely affected by the applicable Tax Proceeding, no Investor Shareholder or its Affiliates shall have the right to participate in, any Tax Proceeding with respect to any Tax Return of the Company or any of its Subsidiaries.


More Definitions of Tax Matters Shareholder

Tax Matters Shareholder has the meaning set out in Section 4.14.3.
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Related to Tax Matters Shareholder

  • Company Shareholder means a holder of Company Shares.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Tax Matters Member has the meaning set forth in Section 8.4(d).

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Company Shareholders means holders of Company Shares.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Tax Matters Person Any person designated as "tax matters person" in accordance with Section 5.06 and the manner provided under Treasury Regulation ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Tax Matters Person Certificate The Class A-R Certificate with a Denomination of $0.01.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • Tax Matters means all tax matters including criminal tax matters,