Determination

Determination. A determination, based on the facts known at the time, made: (i) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the Proceeding; (ii) if a quorum cannot be obtained under clause (i), by majority vote of a duly designated committee of the Board of Directors, in the manner provided by Section 23B.08.550(2)(b) of the Act; (iii) by special legal counsel, selected in... the manner provided by Section 23B.08.550(2)(c) of the Act, in a written opinion; or (iv) by a majority of the shareholders of the Company, excluding shares owned or voted under the control of directors who are at the time parties to the Proceeding. "Determined" shall have a correlative meaning. View More

Determination. Means a determination, and Determined means a matter which has been determined, in each case, based on the facts known at the time, by a final, non-appealable adjudication by a court of competent jurisdiction.

Determination. The final resolution of liability for any Income Tax as a result of (a) a "determination" as defined in Section 1313(a) of the Code, (b) a final determination made by a competent Tax Authority or (c) the payment of Income Tax if the SHLP Taxpayers and the Company agree that the payment should be made.

Determination. Shall mean a determination, based upon the facts know at the time, made by: (i) the Board of Directors of the Company, by the vote of a majority of the directors who are not parties to the action, suit or proceeding in question, at a meeting at which there is a quorum consisting solely of such disinterested directors; (ii) if such a quorum is not obtainable, or, even if obtainable, if directed by a majority of such disinterested directors at a meeting of the Board of... Directors of the Company at which there is a quorum consisting solely of such disinterested directors, by independent legal counsel in a written opinion; (iii) the stockholders of the Company; or (iv) a court of competent jurisdiction in a final, nonappealable adjudication. View More

Determination. Determinations and Actions by the Board of Directors, Etc.

Determination. Shall mean a settlement, compromise, or other agreement with the IRS or the relevant state, local or foreign taxing authority, whether contained in an Internal Revenue Service Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the IRS or the relevant state, local or foreign taxing authority, an agreement contained in an IRS Form 870-D or other comparable form, an agreement that constitutes a determination under Section 1313(a)(4)... of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. View More

Determination. Shall have the meaning set forth in Section ‎4(c)