Taxable Exchange definition

Taxable Exchange is defined in the recitals.
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Taxable Exchange is (i) an exchange pursuant to Section 2.1 of the Exchange Agreement, (ii) a transaction in which Partnership or its transferee exchanges Class B Common Stock together with units of EDG LLC for Class A Common Stock or cash, (iii) a transaction in which Partnership is sold to or exchanged with Edgen or any of its affiliates, [or (iv) a sale or exchange by EMC of its membership units in B&L Supply to Edgen or any of its subsidiaries,]2 in the case of each of clauses (i)-(iv), treated as a transaction that results in the recognition of gain or loss under the Code. For the avoidance of doubt, any reference to a single Taxable Exchange includes only that exchange. For example, if there are multiple Taxable Exchanges on a particular date, each such Taxable Exchange would be a separate Taxable Exchange.
Sample 1Sample 2
Taxable Exchange is (i) an exchange pursuant to Section 2.1 of the Exchange Agreement, (ii) a transaction in which Partnership or its transferee exchanges Class B Common Stock together with units of EDG LLC for Class A Common Stock or cash, or (iii) a transaction in which Partnership is sold to or exchanged with Edgen or any of its affiliates, in the case of each of clauses (i)-(iv), treated as a transaction that results in the recognition of gain or loss under the Code. For the avoidance of doubt, any reference to a single Taxable Exchange includes only that exchange. For example, if there are multiple Taxable Exchanges on a particular date, each such Taxable Exchange would be a separate Taxable Exchange.
Sample 1

Examples of Taxable Exchange in a sentence

  • In addition, Edgen and EDG LLC shall cause any subsidiary (including any subsidiaries acquired after the date hereof) of EDG LLC treated as a partnership for U.S. federal income Tax purposes to make an election under Section 754 of the Code for each Taxable Year in which any Taxable Exchange occurs.

  • When there has been one or more Taxable Exchanges that affect the Realized Tax Benefit or Realized Tax Detriment for any Covered Taxable Year, the resulting decrease in the Actual Tax liability attributable to each Taxable Exchange shall be determined on a pro rata basis proportionate to the amount of deductions attributable to each Taxable Exchange divided by the amount of deductions attributable to all such Taxable Exchanges.

  • The Ltd Exchanging Subsidiaries and LFCM hereby agree that an Exchangeable Holder effecting a Taxable Exchange shall recognize gain, if any, for U.S. Federal income tax purposes on the Exchange Date under Section 741 of the Code in an amount equal to the excess of (i) the fair market value of the Lazard shares received in the Taxable Exchange over (ii) the Exchangeable Holder’s basis in its Lazard Group interests transferred to the Ltd Exchanging Subsidiaries pursuant to the Taxable Exchange.

  • Notwithstanding any other provision of this Agreement, (i) the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the Basis Adjustment resulting on any Exchange Date and (ii) the payments of principal under this Agreement related to any Taxable Exchange shall not be treated as resulting in a Basis Adjustment until such payments are made.

  • The number of Lazard shares transferred by each Ltd Exchanging Subsidiary to an Exchangeable Holder pursuant to a Taxable Exchange was determined in proportion to each such subsidiary’s respective interests in Lazard Group on the applicable Exchange Date.

  • For purposes of this Agreement, the Ltd Exchanging Subsidiaries and LFCM hereby agree that the fair market value of the Lazard shares received in the Taxable Exchange shall mean the trading value of such shares at the close of business on the Exchange Date.

  • Edgen and Partnership will treat Basis Adjustments occurring as a result of a Taxable Exchange as arising entirely on the Exchange Date unless there is a Determination to the contrary.

  • Edgen and Partnership further agree for all purposes of this Agreement that Edgen’s share of the basis in the Exchange Assets shall be increased by the net positive Basis Adjustments immediately after each Taxable Exchange and immediately after any payment made by Edgen pursuant to this Agreement.

  • With respect to each Taxable Exchange, each Ltd Exchanging Subsidiary’s share of the basis in the Exchange Assets was increased by the excess, if any, of (i) the fair market value of the Lazard shares transferred to the Exchangeable Holder pursuant to the Taxable Exchange over (ii) the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Exchange Assets immediately after the Taxable Exchange attributable to the Lazard Group interests exchanged.

  • For purposes of this Agreement, the fair market value of the Lazard shares received in the Taxable Exchange was the trading value of such shares at the close of business on the Exchange Date.

Related to Taxable Exchange

  • Applicable Exchange means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

  • Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.

  • taxable trading means carrying on a trade or business for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects, the profits of which are subject to corporation tax;

  • National Exchange means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question, together with any successor thereto: the NYSE American, The New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market and the Nasdaq Capital Market.

  • Relevant Stock Exchange for the Fund means the primary exchange or quotation system on which shares (or other applicable securities) of the Fund are traded, as determined by the Calculation Agent.

  • Irish Stock Exchange means the Irish Stock Exchange Limited.

  • Reference Exchange means XETRA.

  • HK Stock Exchange means The Stock Exchange of Hong Kong Limited;

  • Alternative Stock Exchange means at any time, in the case of the Ordinary Shares, if they are not at that time listed and traded on the ASX, the principal stock exchange or securities market on which the Ordinary Shares are then listed or quoted or dealt in;

  • 1031 TAX EXCHANGE The seller of this property may facilitate this sale by use of a 1031 Exchange, and the buyer agrees to sign additional 1031 Exchange documents if required. CONDITION OF PROPERTY: THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY BY FORECLOSURE, DEED-IN-LIEU OF FORECLOSURE, FORFEITURE, TAX SALE, RIGHT OF EMINENT DOMAIN OR SIMILAR PROCESS AND CONSEQUENTLY AND OR ANY OTHER WAY. THE SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. XXXXX HAS HAD THE RIGHT TO INSPECT PROPERTY. THE PROPERTY IS SOLD AS IS, SUBJECT TO ANY AND ALL LOCAL GOVERMENT HOUSING CODE VIOLATIONS. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE PURCHASER ACKNOWLEDGES THAT THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN IN RESPECT TO: (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY OR IMPROVEMENTS;

  • taxable service means any service provided or to be provided –

  • Internal Distribution has the meaning set forth in the recitals.

  • Taxable Wage Base means, with respect to any Plan Year, the contribution and benefit base under Section 230 of the Social Security Act at the beginning of such Plan Year.

  • National Securities Exchange means an exchange registered with the Commission under Section 6(a) of the Exchange Act or any successor thereto.

  • Determining Futures Exchange means the options and/or futures exchange, on which respective derivatives of the Underlying (the "Derivatives") are mostly liquidly traded, such options and/or futures exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith by way of notice pursuant to § 6 of the General Conditions.In the case of a material change in the market conditions at the Determining Futures Exchange, such as a final discontinuation of derivatives' quotation linked to the Underlying at the Determining Futures Exchange or a considerably restricted number or liquidity, it shall be substituted as the Determining Futures Exchange by another options and/or futures exchange that offers satisfactorily liquid trading in the Derivatives (the "Substitute Futures Exchange"); such options and/or futures exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith. In the event of such substitution, any reference to the Determining Futures Exchange in the Terms and Conditions of these Securities shall be deemed to refer to the Substitute Futures Exchange.

  • Recognized Exchange means The New York Stock Exchange or the Nasdaq National Market.

  • Approved Stock Exchange means the New York Stock Exchange, NASDAQ or such other stock exchange in the United States of America, the United Kingdom or Hong Kong as is approved in writing by the Facility Agent or, in each case, any successor thereto.

  • Taxable Event means any change in control or other event which triggers the imposition of any Excise Tax on any Payment.

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Law.

  • SIX Swiss Exchange means SIX Swiss Exchange AG and any successor thereto; and

  • recognised stock exchange means any stock exchange agreed upon by the competent authorities of the Contracting Parties;

  • Interest exchange means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter B, Chapter 10. The term does not include a merger or conversion.

  • Determining Futures Exchangei means the options and/or futures exchange, on which respective derivatives of the respective Basket Componenti (the "Derivatives") are mostly liquidly traded, such options and/or futures exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith, by way of notice pursuant to § 6 of the General Conditions.In the case of a material change in the market conditions at the Determining Futures Exchangei, such as a final discontinuation of derivatives' quotation linked to the respective Basket Componenti at the Determining Futures Exchangei, or a considerably restricted number or liquidity, it shall be substituted as the Determining Futures Exchangei by another options and/or futures exchange that offers satisfactorily liquid trading in the Derivatives (the "Substitute Futures Exchangei"); such options and/or futures exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith. In the event of such substitution, any reference to the Determining Futures Exchangei in these Terms and Conditions of these Securities shall from then on be deemed to refer to the Substitute Futures Exchangei.

  • Securities Exchange means, at any time, the registered national securities exchange on which the Corporation’s equity securities are then principally listed or traded, which shall be either the New York Stock Exchange or NASDAQ Global Market (or similar national quotation system of the NASDAQ Stock Market) (“NASDAQ”) or any successor exchange of either the New York Stock Exchange or NASDAQ.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.