Tax Consistency. The Company and the Investors confirm that the Series A Preferred Shares are intended to be "common stock" for purposes of the Code and agree not to take voluntarily any action inconsistent with such intention.
Tax Consistency. Except as Buyer and Seller Representative may otherwise agree or as may be required otherwise pursuant to a final determination within the meaning of Section 1313(a) of the Code or a corresponding provision of Tax Law, Buyer and Sellers shall take no position on any Tax Return, in any refund claim, in any litigation or proceeding, or otherwise, inconsistent with this ARTICLE VII, and no party shall agree to any proposed adjustment to the Allocation by any Governmental Authority without first giving the others prior written notice. Section 7.07
Tax Consistency. The Issuer and Purchaser acknowledge that the Securities are intended to be treated as "common stock" for Tax purposes, and the Issuer agrees not to take any action inconsistent with such intention.
Tax Consistency. The Issuer will not treat the Series D Shares as "preferred stock" for Tax purposes, unless otherwise required pursuant to a final determination or a change in Applicable Law.
Tax Consistency. The parties shall treat the grant of the License in exchange for LICENSEE's capital stock as an exchange of property governed by Section 351 of the Code (and related provisions). No party shall take a position inconsistent with the foregoing on any tax return or in any tax examination, tax administrative proceeding or tax litigation.
Tax Consistency. 19 ARTICLE 8
Tax Consistency. The Company shall treat the Series B-1 Preferred Shares, the Series B-2 Preferred Shares, the Series C-1 Preferred Shares and the Series C-2 Preferred Shares as stock that participates in the corporate growth of the Company to a significant extent within the meaning of Treasury Regulation ss. 1.305-5(a), and not as "preferred stock" for purposes of the Section 305 of the Code and the Treasury Regulations promulgated thereunder, unless otherwise required pursuant to a final determination or a change in applicable statutes or regulations.
Tax Consistency. The Issuer acknowledges that the Purchasers intend for the Series A Preferred Stock to be treated as "common stock" for Tax purposes, and the Issuer agrees not to take any voluntary action inconsistent with such intention.
Tax Consistency. The parties hereto mutually agree that each of the parties shall make and file for the year of the Merger, and for all other relevant taxable years, federal, state, local and, if relevant, foreign income tax returns and information returns, and other tax notifications that reflect the Merger in a manner in all respects consistent with the opinions of counsel referred to in Section 7.3(vi) hereof and acknowledge that in the event of failure to comply, damages will include the amount of all reasonable legal, accounting and expert witness, court and other compliance costs incurred as a result of any challenge to the income tax-free status of the Merger.
Tax Consistency. 24 SECTION 5.06 USE OF PROCEEDS........................................23 SECTION 5.07
