Tax Structure. The Company covenants and agrees that the tax structure of the Restructuring Transactions, including the utilization or preservation of any tax attributes or benefits (by election or otherwise) and the treatment of the Restructuring Transactions to the Parties, shall be mutually agreed by the Requisite Supporting Noteholders and the Company acting reasonably and in good faith; provided, that the Company covenants and agrees that the tax characterization of the Existing Second Lien Notes and New Second Lien Convertible Notes and the tax treatment of any deemed exchange of the Existing Second Lien Notes for the New Second Lien Convertible Notes pursuant to the Exchange Offer shall be determined by the Requisite Supporting Noteholders.
Tax Structure. To the extent possible, the Restructuring contemplated by this Term Sheet will be structured so as to obtain the most beneficial structure for the Company and their equity holders post-transaction as determined by the Company with the written consent of the Requisite Third Lien Noteholders (with such consent not to be unreasonably withheld).
Tax Structure. It is the intent of the parties that the transactions contemplated by this Agreement be structured as a tax-free reorganization under Section 368(a) of the Code. [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK.]
Tax Structure. The Exchange of Banner Midstream Shares for Enviro Shares is intended to constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as may be available under the Code.
Tax Structure. Notwithstanding anything herein to the contrary, each of the parties to the proposed transactions described herein (and each employee, representative or other agent thereof) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions described herein and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties, their respective affiliates, and their respective affiliates' directors and employees to comply with applicable securities laws. For this purpose, "tax structure" means any facts relevant to the US federal income tax treatment of the proposed transaction but does not include the identity of the parties or their respective affiliates.
Tax Structure. The Exchange of White River Shares for Fortium Shares is intended to constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization or restructuring provisions as may be available under the Code.
Tax Structure. Notwithstanding anything to the contrary in this Agreement, each party (and each employee, representative, or other agent of the parties) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to either party relating to such tax treatment and tax structure, except to the extent confidentiality of such tax treatment or tax structure is reasonably necessary to comply with securities laws.
Tax Structure. The Parties shall jointly determine the most tax-efficient means of accomplishing the objectives of this Agreement. In the event that the Parties determine that a more tax efficient structure may be implemented, the Parties shall negotiate in good faith to amend this Agreement to implement such new structure as promptly as practicable.
Tax Structure. The exchange of the Company Securities for the Buyer Shares of the Buyer is intended to constitute a reorganization within the meaning of the Code, or such other tax free reorganization or restructuring provisions as may be available under the Code.
Tax Structure. The Company’s Executive Committee shall work together with the Parties to develop by no later than December 31, 2010 a tax structure which maximizes the tax benefits for the Company. Such tax structure shall be recommended by the Executive Committee to the Board of Directors for final approval, pursuant to Section 3.9 and 3.9.1 below.
