Transaction Tax Benefit Amount definition

Transaction Tax Benefit Amount means an amount equal to $8,000,000.

Transaction Tax Benefit Amount means the sum of (a) product of (i) the total amount of all Transaction Deductions to the extent such Transaction Deductions: (A) do not reduce taxes for a Pre-Closing Tax Period or result in a refund payable to Seller pursuant to Section 6.13(c), and (B) are either paid by Seller or one or more of the Group Companies prior to Closing or are paid by (or on behalf of) Buyer and reduce the Purchase Price payable to Seller, as finally determined multiplied by (ii) 0.24; plus (b) $480,000.

Transaction Tax Benefit Amount means $3,500,000.

Examples of Transaction Tax Benefit Amount in a sentence

• Acquiror shall cause Keystone or the Keystone Subsidiaries to deliver promptly to Holder Representative any refunds of Taxes received by Keystone or a Keystone Subsidiary attributable to the period through the Effective Time of the Merger, other than refunds that are (i) attributable to the deductions for items identified in the Transaction Tax Benefit Amount calculation or (ii) the carry back of losses or deductions generated in a post-Closing period.

• The Independent Accountant shall consider only those items and amounts in the Stockholders’ Representative’s and Xxxxxx’s respective calculations of Cash and Cash Equivalents, Indebtedness, Transaction Tax Benefit Amount, Net Working Capital or Transaction Expenses, that were disputed within the Stockholders’ Representative’s notice of disagreement and that the parties identify as being items and amounts to which the Stockholders’ Representative and Parent have still been unable to agree.

• Prioritization of pedestrians through the expansion and maintenance of sidewalks, paths, and plazas as well as a commitment to providing safe and convenient crossings.

• Any Transaction Tax Benefit Amount payable under the prior sentence shall be payable no later than ten (10) Business Days after the date the Transaction Tax Benefit Amount is finally determined under Section 12.6(c).

More Definitions of Transaction Tax Benefit Amount

Transaction Tax Benefit Amount means the amount obtained by multiplying (A) the sum of (i) all of the Optionholder Closing Payment Amounts for all Optionholders, (ii) payments under deferred compensation arrangements and (iii) any other deductible Transaction Expenses by (B) 39.6%.

Transaction Tax Benefit Amount means the product of (a) 38.5% multiplied by (b) the sum of (i) the amount of gross compensation income to be realized by the holders of Outstanding Options as a result of the exercise thereof and the sale pursuant to the Merger of the Common Shares received upon exercise thereof plus, (ii) the amount of any bonuses paid or payable by Keystone or the Keystone Subsidiaries as a result of the consummation of the transactions contemplated hereby; provided, however, that in no event shall the Transaction Tax Benefit Amount for purposes hereof exceed $10,500,000.

Transaction Tax Benefit Amount means the sum of (a) product of (i) the total amount of all Transaction Deductions to the extent such Transaction Deductions: (A) do not reduce taxes for a Pre-Closing Tax Period or result in a refund payable to Seller pursuant to Section 6.13(c) , and (B) are either paid by Seller or one or more of the Group Companies prior to Closing or are paid by (or on behalf of) Buyer and reduce the Purchase Price payable to Seller, as finally determined multiplied by (ii) 0.24; plus (b) $480,000.

Transaction Tax Benefit Amount means twenty million dollars ($20,000,000).

Transaction Tax Benefit Amount means for any Applicable Tax Year, the amount equal to the excess of (1) the amount of U.S. federal income Taxes that would have been incurred by Parent, the Company, any Company Subsidiary and their Affiliates with respect to such year (or period) calculated assuming that the Transaction Deductions are zero dollars ($0) over (2) the amount of U.S. federal income Taxes that were actually incurred by Parent, the Company, any Company Subsidiary and their Affiliates with respect to the year (or period). For purposes of computing the Transaction Tax Benefit Amount, the Parties shall assume that all items of income, gain, deduction, expense, and credits (including those relating to state income Taxes) are the same under clause (1) and clause (2) except for any increase in deductions or expenses under clause (2) with respect to the Transaction Deductions (including as applicable, as part of any net operating loss deduction). For avoidance of doubt, (i) if the amount of U.S. federal income Tax refunds receivable by Parent, the Company or any Company Subsidiary, or their Affiliates for an Applicable Tax Year (or the portion of the Overlap Period beginning on the day after the Closing Date) is increased as a result of the Transaction Deductions, such increase will be a Transaction Tax Benefit Amount, (ii) the Transaction Tax Benefit shall not include any state, local or non-U.S. tax benefits, and (iii) shall be subject to the Transaction Tax Benefit Cap in accordance with Section 12.6(a).

Transaction Tax Benefit Amount means, without duplication, an amount equal to the sum of (a) 26% multiplied by the aggregate amount of Transaction Tax Deductions, (b) $5,146,000, and (c) 100% of the excess, if any, of (x) the aggregate payments of estimated income Tax in respect of the Tax year in which the Closing occurs that are made by the Company or the Company Subsidiaries on or prior to the Closing Date, over (y) the aggregate amount of income Taxes incurred (whether paid before, on or after the Closing Date) by the Company or the Company Subsidiaries in respect of any taxable period or portion thereof ending on the Closing Date (in the case of a Straddle Period, the amount of such Taxes included in this subclause (y) shall only include the portion of Taxes arising in such Straddle Period attributable to the portion of the Straddle Period treated as a Pre-Closing Tax Period, determined as provided in Section 6.15(b)). Notwithstanding the foregoing, in no event shall the Transaction Tax Benefit Amount include amounts attributable to deductions, credits or other items to the extent such items are included in, and actually reduce, the calculation of the Tax Liability Amount.

Transaction Tax Benefit Amount means $12,320,694.