Third Internal Distribution definition

Third Internal Distribution shall have the meaning set forth in the Recitals.
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Third Internal Distribution means the distribution by VMSI Holdings of all the common stock of Internal SpinCo to Parent in a transaction intended to qualify as a distribution that is generally tax free pursuant to Section 355(a) of the Code.
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Third Internal Distribution means the distribution of all of the stock of Controlled 1 from Distributing 3 to IP.
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Examples of Third Internal Distribution in a sentence

  • Each of UWWH, IP and Spinco represents and warrants, as of the date hereof and as of the Effective Time, that it knows of no fact (after due inquiry) that would prevent the Tax treatment of the Controlled 1 Contribution, the First Internal Distribution, the Second Internal Distribution, the Third Internal Distribution, the Spinco Contribution, the Distribution or any other Covered Transaction from being consistent with the Tax-Free Status of the Transactions.

  • Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution and the Distribution, the Internal Contribution and the First Internal Distribution, the Second Internal Distribution, or the Third Internal Distribution (including the impact of any transaction on any of the foregoing).


More Definitions of Third Internal Distribution

Third Internal Distribution means the distribution by SolarWinds Intermediate Holdings II, Inc. to SolarWinds Corporation of (i) all of the shares of SpinCo Common Stock and (ii) the net proceeds of the SpinCo Financing Cash Distribution (less any amounts that are to be used to repay any existing Indebtedness of Solar Winds Holdings) received from SolarWinds Intermediate Holdings, I in the Second Internal Distribution.
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Third Internal Distribution means the distribution by SolarWinds Intermediate Holdings II, Inc. of all of the issued and outstanding shares of SpinCo Common Stock to SolarWinds Corporation effective as of [●].
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Related to Third Internal Distribution

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

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Tradeable Shares pursuant to Section 5.2(b) on the earlier of the Final Scheduled Termination Date or an Early Termination Date.

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Class B Final Distribution Date means the August 16, 2021 Distribution Date.

  • Special Distribution has the meaning set forth in Section 11.4.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Class C Final Distribution Date means the October 15, 2021 Distribution Date.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Rated Final Distribution Date With respect to each Class of Rated Certificates, the Distribution Date in May 2048.

  • Class Final Distribution Date means, as applicable, the Class A-1 Final Distribution Date, the Class A-2a Final Distribution Date, the Class A-2b Final Distribution Date, the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B Final Distribution Date, the Class C Final Distribution Date or the Class D Final Distribution Date, as the context requires.

  • Share Distribution means a dividend payable in shares of any class or series of capital stock, Convertible Securities or other equity securities of the Corporation or any other Person.

  • Notice of Final Distribution The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

  • Special Distribution Date means, with respect to any Special Payment, the Business Day chosen by the Subordination Agent pursuant to Section 2.04(a) for the distribution of such Special Payment in accordance with this Agreement.

  • Class A-2 Final Distribution Date has the meaning set forth in the Sale and Servicing Agreement.

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

  • Class A-3 Final Distribution Date means the July 2029 Distribution Date.

  • Senior Final Distribution Date For each Certificate Group, the Distribution Date on which the Class Certificate Balance of each Class of related Senior Certificates has been reduced to zero.

  • Semi-Annual Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions--Semi-Annual Distributions" in the Prospectus Part I for a Trust.

  • Class A-4 Final Distribution Date means the April 2027 Distribution Date.

  • Class A-1 Final Distribution Date means the October 2024 Distribution Date.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.