Estimated Tax Distribution Period means, with respect to a Tax Year, each of the following calendar periods (with all such periods inclusive of the start and end dates): (i) from January 1 to March 31 of the Tax Year, (ii) from January 1 to May 31 of the Fiscal Year, (iii) from January 1 to August 31 of the Tax Year and (iv) from January 1 to December 31 of the Tax Year; or such other periods as are required by Law for the calculation of estimated taxes by domestic corporations.
Fair Market Value means, with respect to any property, as of the relevant date of determination, the price that a willing buyer, not Affiliated with a seller of such property and under no compulsion to buy, would pay in an arms length transaction for such property to a willing seller, under no compulsion to sell and not taking into account lack of liquidity or any discount for a minority interest or otherwise for lack of Control; provided, that the Fair Market Value of any publicly traded Equity Security shall be determined as follows: (i) if traded on a securities exchange, the Fair Market Value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three calendar days prior to the relevant date of determination and (ii) if actively traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bids or sale prices (whichever are applicable) over the 30-day period ending three calendar days prior to the relevant date of determination.
GAAP means United States generally accepted accounting principles.
Government Official means any public or elected official, officer or employee (regardless of rank), or other Person acting on behalf of a national, provincial or local government, including a department, agency, instrumentality, state-owned or state-controlled entity, or public international organization, or any political party, party official or candidate for political office.
Governmental Approval means any authorization, consent, waiver, order and approval of any Governmental Entity, including any applicable waiting periods associated therewith.
Governmental Entity means any U.S. or non-U.S. governmental or regulatory authority, agency, commission, body, court or other legislative, executive, judicial, or administrative governmental entity at any level, or any agency, department or instrumentality thereof.
Initial Capital Contribution means the AT&T Contribution and the Investor Contribution made by AT&T Member and Investor Member, respectively, at the Closing.
Initial Member Drag-Along Sell-Down means, as to an Initial Member, such time as the Initial Member and its Affiliates hold less than 50% of the number of Common Units held by such Initial Member as of the date hereof.
Initial Member Sell-Down means, (i) as to AT&T Member, such time as AT&T Member holds less than 10% of the number of Common Units held by AT&T Member as of the date hereof and (ii) as to Investor Member, such time as Investor Member holds less than 10% of the number of Common Units held by Investor Member as of the date hereof.
Investor Affiliated Fund means any investment fund, corporation, trust, limited liability company, general or limited partnership or other entity directly or indirectly Controlled by or under common Control with any Investor Fund.