Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Company shall be entitled to make such downward adjustments in the Conversion Price, in addition to those required by this SECTION 5, as the Board in its sole discretion shall determine to be advisable in order that any event treated for federal income tax purposes as a dividend or stock split will not be taxable to the holders of Common Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Power One Inc), Registration Rights Agreement (Power One Inc)
Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Company Corporation shall be entitled to make such downward adjustments in the Conversion PriceAmount, in addition to those required by this SECTION 5, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or stock share split will not be taxable to the holders of Common StockClass A Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDC Partners Inc), Securities Purchase Agreement (MDC Partners Inc)
Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Company Corporation shall be entitled to make such downward adjustments in the Conversion Price, in addition to those required by this SECTION 5, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or stock share split will not be taxable to the holders of Common StockClass A Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDC Partners Inc), Securities Purchase Agreement (MDC Partners Inc)
Tax Adjustment. Anything in this SECTION 5 6 notwithstanding, the Company Corporation shall be entitled to make such downward adjustments in the Conversion Price, in addition to those required by this SECTION 56, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or stock share split will not be taxable to the holders of Common StockClass A Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDC Partners Inc), Letter Agreement (MDC Partners Inc)
Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Company shall be entitled to make such downward adjustments in the Conversion Price, in addition to those required by this SECTION 5, as the Board in its sole discretion shall determine to be advisable in order that any event treated for federal income tax purposes as a dividend or stock split will not be taxable to the holders of Common StockStock (or Reference Property, to the extent applicable).
Appears in 1 contract
Samples: Preferred Stock Rights Agreement (Elevation Partners, L.P.)
