Examples of Cash Consideration in a sentence
On [●], 2024, after the Company receives your delivery instructions as set forth above and a withdrawal request in respect of the 2025 Notes has been posted as specified above, and subject to the satisfaction of the conditions to Closing as set forth in this Agreement, the Company will deliver the Cash Consideration in respect of the 2025 Notes in accordance with the delivery instructions above.
Portfolio Interest Exemption (for Holders That Are Not U.S. Persons for U.S. Federal Income Tax Purposes) Under U.S. federal income tax law, a Holder that disposes of Outstanding Notes for Cash Consideration and is otherwise not eligible to provide an IRS Form W-9 may claim an exemption from U.S. withholding tax on payments or deliveries attributable to accrued and unpaid interest.
Each Holder acknowledges that upon payment of the Cash Consideration to the Holder, the obligations of the Company to the Holder under and with respect to the Purchased Notes will have been satisfied in full.
With respect to any Tax Returns filed by the Company for any taxable period (or portions thereof) ending on or before the Closing Date (a “Pre-Closing Taxable Period”), or for any Straddle Periods, the Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns to the extent not reflected in the determination of the Final Closing Cash Consideration (each such amount, a “Final Return Deficiency”).
Within forty-five (45) days following the determination of the Final Closing Cash Consideration under Section 2.3, the Seller shall prepare and deliver to Purchaser, a draft of an allocation schedule (the “Allocation Schedule”) applying such methodology.