Tax Redemption Event definition

Tax Redemption Event means, after September 12, 2019, due to (a) an amendment to, or a change in official interpretation of, the Code, Treasury Regulations promulgated thereunder, or administrative guidance or (b) an administrative or judicial determination, (i) the Company is advised by nationally recognized counsel or a “Big Four” accounting firm that the Company will be treated as an association taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax (other than any tax imposed pursuant to Section 6225 of the Code, as amended by the Bipartisan Budget Act of 2015), or (ii) the Company files an IRS Form 8832 (or successor form) electing that the Company be treated as an association taxable as a corporation for U.S. Federal income tax purposes.

Tax Redemption Event means, where (i) there has been an Adverse Tax Event and the Noteholders have not passed an Extraordinary Resolution amending the Conditions to provide for payment subject to such Adverse Tax Event, the Issuer’s failure, before the next payment is due under the Notes, to arrange its substitution in accordance with Base Condition 6.2(a)(ii) or (ii) an Issuer FATCA Event occurs.

Tax Redemption Event has the meaning set forth in the Issuer LLC Agreement.

Examples of Tax Redemption Event in a sentence

• If it fails to arrange such substitution, or it or the Trustee considers it impracticable to arrange such substitution, before the next payment is due under the Notes (and the Noteholders have not passed an Extraordinary Resolution amending the Conditions to provide for payment subject to the relevant Tax), a Tax Redemption Event will be deemed to have occurred.

• With respect to any Connected Jurisdiction Tax, the Issuer shall deduct such Connected Jurisdiction Tax from the amounts payable to the relevant Noteholder(s) and all other Noteholders shall receive the due amounts payable to them and the Notes shall not be redeemed and no Tax Redemption Event shall occur as a result of such deduction.

• Upon the occurrence of a Tax Redemption Event, the Issuer will give a Notice of Redemption and will redeem all of the Notes at their Mandatory Redemption Amount on the Mandatory Redemption Date.

• The Issuer may, provided that it satisfies the Note Trustee that a Tax Redemption Event has occurred, by giving not less than 30 calendar days' and not more than 45 calendar days' notice to the Noteholders (which notice will be irrevocable) designate an Interest Payment Date as a redemption date (the "Tax Redemption Date").

• If a Tax Redemption Event (as defined in the Terms) other than as a result of a Guideline Breach (as defined below in this paragraph 23) occurs and, following such occurrence the Trustee, having been so directed in writing by the holders of not less than 50 per cent.

More Definitions of Tax Redemption Event

Tax Redemption Event means that:

Tax Redemption Event means that the Issuer will have received an opinion of counsel of recognized standing with respect to U.S. federal income tax matters or an opinion of a “Big Four” accounting firm (or successor thereto) that, in each case, is experienced in such matters to the effect that, as a result of any:

Tax Redemption Event means, after September 12, 2019, due to (a) an amendment to, or a change in official interpretation of, the Code, Treasury Regulations promulgated thereunder, or administrative guidance or (b) an administrative or judicial determination, (i) the Company is advised by nationally recognized counsel or a “Big Four” accounting firm that the Company will be treated as an association taxable as a corporation for U.S. federal income tax purposes or otherwise subject to

Tax Redemption Event means that the Company shall have received an opinion of counsel of recognized standing with respect to U.S. federal income tax matters or an opinion of a “Big Four” accounting firm (or successor thereto) that, in each case, is experienced in such matters to the effect that, as a result of any:

Tax Redemption Event has the meaning set forth in the Issuer Partnership Agreement. Capitalized terms used but not defined in this Article XI shall have the respective meanings assigned thereto elsewhere in this Agreement.

Tax Redemption Event means a change (including an announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or any change (including an announced prospective change) in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, and which, in the written opinion of legal counsel of recognized standing to the Issuer, has resulted or will result (assuming, in the case of any announced prospective change, that such change will become effective as of the date specified in such announcement and in the form announced) in the Issuer, the Parent or any Subsidiary Guarantor, as the case may be, becoming obligated to pay, on the next succeeding date on which principal, premium, if any, or interest is due, any Additional Amounts; provided that, the Issuer, the Parent or such Subsidiary Guarantor (or its successor), as the case may be, in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it (or its successor).

Tax Redemption Event means, after the date the Series A Preferred Units are first issued, due to (a) an amendment to, or a change in official interpretation of, the Code, Treasury Regulations promulgated thereunder, or administrative guidance or (b) an administrative or judicial determination, (i) the Partnership is advised by nationally recognized counsel or a “Big Four” accounting firm that the Partnership will be treated as an association taxable as a corporation for U.S. Federal income tax purposes or otherwise subject to U.S. Federal income tax (other than any tax imposed pursuant to Section 6225 of the Code, as amended by the Bipartisan Budget Act of 2015), or (ii) the General Partner files an IRS Form 8832 (or successor form) electing that the Partnership be treated as an association taxable as a corporation for U.S. Federal income tax purposes or the Partnership otherwise effects a transaction or series of related transactions as a result of which the issuer of publicly traded common equity representing a direct or indirect interest in Carlyle Holdings is or becomes taxable as a corporation for U.S. Federal income tax purposes.