Unlawful Gains definition

Unlawful Gains has the meaning set forth in Section 3.33.
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Unlawful Gains. Exhibit B Form of Affiliate Agreement ____________, 2004 First Commonwealth Financial Corporation Xxx Xxxxxxxxxx Xxxxxx 00 Xxxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 Re: Agreement and Plan of Merger (the "Merger Agreement") dated as of December 11, 2003 among First Commonwealth Financial Corporation ("FCFC"), First Commonwealth Bank, GA Financial, Inc. ("GA Financial"), and Great American Financial Savings and Loan Association Ladies and Gentlemen: I have been advised that I may be considered an "affiliate" of GA Financial, as that term is defined for purposes of Rule 145 ("Rule 145") under the Securities Act of 1933 (the "Securities Act"). Pursuant to the Agreement, GA Financial will be merged with and into FCFC, and I may receive shares of FCFC common stock (the "Shares") in exchange for my shares of GA Financial common stock. I represent and warrant to, and agree with FCFC that: 1. I have carefully read this letter agreement and the Merger Agreement and have discussed their requirements and other applicable limitations upon my ability to sell, transfer or otherwise dispose of the Shares, to the extent I felt necessary, with my counsel or counsel for GA Financial. 2. I will not make any sale, transfer or other disposition of the Shares in violation of the Securities Act or the rules and regulations promulgated thereunder. 3. I have been advised that the issuance of the Shares to me has been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act on a Registration Statement on Form S-4. I have also been advised, however, that because I may be considered an "affiliate" of GA Financial at the time the Merger was submitted for a vote of the shareholders of GA Financial, any public offer or sale by me of any of the Shares will require either (i) the further registration of the Shares under the Securities Act, (ii) compliance by me with Rule 145 or (iii) the availability of another exemption from registration of such Shares under the Securities Act. 4. I understand that the Shares have not been registered under the Securities Act for distribution by me, and that the Shares must be held by me unless (i) such Shares have
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Unlawful Gains has the meaning given to such term in Section 3.2(n)(v).
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Examples of Unlawful Gains in a sentence

  • TruPS Exchange 1.2(c)(2)(iv) Unlawful Gains 2.2(n)(5) Voting Debt 2.2(c) Voting Securities 4.1(a)(1) Warrant Recitals Washington Secretary Recitals Written Agreement 2.2(n)(4) AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of May 5, 2010 (this “Agreement”), between Sterling Financial Corporation, a Washington corporation (the “Company”), and Xxxxxx X.

  • Trust Preferred Securities Repurchase Agreements 1.2(c)(1)(xiii) Two-Forty Recitals Unlawful Gains 2.2(n)(5) Voting Debt 2.2(c)(1) SECURITIES PURCHASE AGREEMENT, dated as of October 29, 2009 (this “Agreement”), between Cascade Bancorp, an Oregon corporation, (the “Company”) and Dxxxx X.

  • Provisions on Several Issues Concerning the Application of Procedures for the Confiscation of Unlawful Gains in Cases Where the Criminal Suspects or Defendants have Absconded or Died, available in https://www.chinacourt.org/law/detail/2017/01/id/149054.html, visited on 30-06- 2020.


More Definitions of Unlawful Gains

Unlawful Gains as defined in the Bank Secrecy Act of 1970 (the “Bank Secrecy Act”) and its implementing regulations (“U.S. Anti-Money Laundering Laws”); (ii) to be deemed to have knowingly accepted, transported, stored, dealt in or brokered any sale, purchase or any transaction of other nature for Unlawful Gains; or (iii) to be deemed to be operating in violation in any material respect of the U.S. Anti-Money Laundering Laws. Except as set forth in the Oritani Disclosure Schedule, the Board of Directors of Oritani and the Bank has adopted, and has implemented, an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply in all material respects with the U.S. Anti-Money Laundering Laws and has kept and filed all material reports and other necessary material documents as required by such laws.
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Unlawful Gains is defined in Section 3.14(c).
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Unlawful Gains has the meaning set forth in Section 4.15(b).
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Related to Unlawful Gains

  • Unlawful debt means any money or other thing of value constituting principal or interest

  • Unrealized Gain attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).

  • unlawful activity means activities that violate the laws of this state, including but not limited to any activity that violates a state criminal statute.

  • Unlawful conduct means the same as that term is defined in Sections 58-1-501 and 58-17b-501.

  • Affected Gain has the meaning set forth in subparagraph 4(b) of Exhibit B.

  • Net Income or Net Loss means, for each Fiscal Year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period, as determined for federal income tax purposes, determined by the Accountants in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), with the following adjustments:

  • GP-Related Net Income (Loss) has the meaning set forth in Section 5.1(b).

  • Gains means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), as of the Early Termination Date resulting from the termination of this Agreement, expressed in dollars and determined in a commercially reasonable manner. Factors used in determining the gain of economic benefit to a Party may include:

  • Unlawful means not specifically authorized by law.

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

  • Award Gain means (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the stock option was exercised at that date, and (ii), in respect of any other settlement of an Award granted to Executive, the Fair Market Value of the cash or stock paid or payable to Executive (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Executive to the Company as a condition of or in connection such settlement; and

  • unrealized profits means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

  • Unrealized losses means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

  • Unlawful discrimination means any complaint of unlawful discrimination based on a category protected under Title 5, section 59300, including sexual harassment and retaliation.

  • Residual Gain or “Residual Loss” means any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 6.2(b)(i)(A) or Section 6.2(b)(ii)(A), respectively, to eliminate Book-Tax Disparities.

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

  • Company Minimum Gain has the meaning given the term “partnership minimum gain” in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • Realized Tax Benefit means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • Adjusted Income means, with respect to a HOME Development, the gross income from wages, income from assets, regular cash or noncash contributions, and any other resources and benefits determined to be income by HUD, adjusted for family size, minus the deductions allowable under 24 CFR §5.611.

  • Partner Nonrecourse Debt Minimum Gain has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

  • Tax Detriment means an increase in the Tax liability (or reduction in refund or credit or item of deduction or expense) of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period.

  • Minimum Gain means “partnership minimum gain” determined pursuant to Treasury Regulation Section 1.704-2(d).

  • Non-Excluded Taxes as defined in Section 2.20(a).

  • Adjusted Net Income ’ means net income adjusted for non-cash expenses (income) such as amortization of intangible assets, deferred income taxes, and certain other expenses (income). The Company believes that Adjusted net income is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration amortization of intangible assets, deferred income taxes, and certain other non-cash expenses (income) incurred or recognized by the Company from time to time. ‘‘Adjusted net income margin’’ refers to the percentage that Adjusted net income for any period represents as a portion of total revenue for that period.