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 meaning given that term in ----------------------- Section 11.16. Tax Returns - includes all reports, elections, declarations, claims ----------- for refund, estimates, information statements and returns (including any schedules and attachments thereto) relating to, or required to be filed in connection with, any Taxes pursuant to the statutes, rules and regulations of any federal, state, local or foreign government taxing authority.
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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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Examples of Tax Matters Shareholder in a sentence

  • 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.

  • 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.

  • If ceases to be a Shareholder or resigns or is unable for any reason to serve in this capacity, a replacement Tax Matters Shareholder will be elected by vote of the Shareholders.

  • If the Corporation is operating as an S Corporation, and, pursuant to Sections 6241-6245 of the Internal Revenue Code and applicable Regulations, it is required to have a Tax Matters Shareholder, and shall serve in that capacity.

  • 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.


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 any holder of any 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 Voting Shares, other than:

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • 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. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • 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, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • 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,