WISI definition
Examples of WISI in a sentence
The purchase price for each such Exchangeable Share so purchased may be satisfied only by TD Waterhouse or TD Waterhouse Sub delivering or causing to be delivered to WISI, one share of TD Waterhouse Common Stock and a cheque for the balance, if any, of the purchase price without interest.
If WISI makes such an election, TD Waterhouse shall comply with any applicable requirements, including those of Treasury Regulations Section 1.1502-20(g)(5).
On and after the Effective Date, each of TD Waterhouse and WISI shall duly and punctually perform all of their respective obligations provided for herein and that may arise under the Exchangeable Share Provisions, and each of TD Waterhouse and WISI shall be responsible for the due and punctual performance of all of such obligations hereunder and under the Exchangeable Share Provisions.
This Agreement shall be binding on and inure to the benefit of any successor, by merger, acquisition of assets or otherwise, to any of the parties hereto (including any successor of WISI and TD Waterhouse succeeding to the tax attributes of such party under Section 381 of the Code), to the same extent as if such successor had been an original party.
WISI and TD Waterhouse desire to provide for the allocation of liabilities, procedures to be followed, and other matters with respect to certain taxes for taxable periods beginning with the first period in which TD Waterhouse becomes a member of the WISI Group.
In the event of any redetermination of any item of income, gain, loss, deduction or credit of any member of the Consolidated Group or Combined Group as a result of a Final Determination or any settlement or compromise with any Tax Authority (including any amended tax return or claim for refund filed by WISI), TD Waterhouse shall pay WISI or WISI shall pay TD Waterhouse, as the case may be, the Redetermination Amount.
Notwithstanding the foregoing, WISI shall have the sole discretion to control, contest, represent, file, prosecute, challenge or settle any Audit pursuant to Section 4.1.
Any such amount shall be paid by TD Waterhouse to WISI within 90 days of the payment by WISI or any member of the Consolidated Group or Combined Group of any such penalty, addition to tax, or interest.
WISI hereby acknowledges receipt from the Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Automatic Exchange Rights.
All such shares of WISI Common Stock shall be duly issued as fully paid, non-assessable, free of pre-emptive rights and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim.