Section 351 Exchange Plan definition

Section 351 Exchange Plan means the Section 351 Exchange Plan in the form of Annex II.
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Examples of Section 351 Exchange Plan in a sentence

  • By executing this Agreement, each Stockholder is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if he had subscribed his signature thereon.

  • No Stockholder has any intention or arrangement to sell or otherwise dispose of any Parent Stock to be received pursuant to this Agreement and the Section 351 Exchange Plan.

  • By executing this Agreement, each Shareholder is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if he had subscribed his signature thereon and Seller is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if a duly authorized officer of Seller had executed the Section 351 Exchange Plan for and in the name of and on behalf of Seller.

  • Upon the approval of this Agreement by the holders of not less than 80% of the shares of Old TMG Stock then issued and outstanding, each Stockholder shall be deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if such Stockholder has subscribed its signature thereon.

  • No Stockholder has any intention or arrangement to sell or otherwise dispose of any Purchaser Stock to be received pursuant to this Agreement and the Section 351 Exchange Plan.

  • By executing this Agreement, the Shareholder is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if he had subscribed his signature thereon and Seller is deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if a duly authorized officer of Seller had executed the Section 351 Exchange Plan for and in the name of and on behalf of Seller.

  • Upon the approval of this Agreement by the holders of not less than 80% of the shares of Old ACG Stock then issued and outstanding, each Stockholder shall be deemed to have approved and adopted the Section 351 Exchange Plan to the same extent as if such Stockholder has subscribed its signature thereon.

  • Stockholder has no intention or arrangement to sell or otherwise dispose of any Purchaser Stock to be received pursuant to this Agreement and the Section 351 Exchange Plan.

Related to Section 351 Exchange Plan

  • 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. ▇▇▇▇▇ 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;

  • Internal Control Event means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Borrower’s internal controls over financial reporting, in each case as described in the Securities Laws.

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

  • Option Exchange Program means a program whereby outstanding Options are surrendered in exchange for Options with a lower exercise price.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).