Tax Treatment of Debentures Sample Clauses

Tax Treatment of Debentures. The Company agrees, and by acceptance of beneficial ownership interest in the Debentures each beneficial holder of Debentures will be deemed to have agreed, unless otherwise required by the Internal Revenue Service, for United States federal income tax purposes (1) to treat the Debentures as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and, for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Debentures as a contingent payment and (2) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Payment Regulations, with respect to the Debentures. A Holder of Debentures may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for it to the Company at the address specified in accordance with Section 14.2.
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Tax Treatment of Debentures. The Company and the Holders and any beneficial owner of a Debenture, by purchasing the Debentures, agree that (i) the Debentures are "contingent payment debt instruments" as defined in Treasury Regulations Section 1.1275-4(b), (ii) each Holder and any beneficial owner of a Debenture shall be bound by the Company's application of the Treasury Regulations to the Debentures, including the Company's determination that the rate at which interest will be deemed to accrue on the Debentures for United States federal income tax purposes will be 9.40% compounded semi-annually, which is the rate comparable to the rate at which the Company would borrow on a noncontingent, nonconvertible basis with terms and conditions otherwise comparable to the Debentures, (iii) each Holder and any beneficial owner of a Debenture shall use the projected payment schedule with respect to the Debentures determined by the Company, as required by Treasury Regulations Section 1.1275-4(b)(4)(iv), to determine its interest accruals and adjustments as provided in Treasury Regulations Section 1.1275-4(b), and (iv) the Company and each Holder and any beneficial owner of a Debenture will not take any position on a tax return inconsistent with (i), (ii), or (iii), unless required by applicable law. A Holder of Debentures may obtain the issue price, amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Debentures by submitting a written request for such information to the Company at Grey Global Group Inc., 777 Third Avenue, New York, New York 10017, Attention: Corporate Secrxxxxx.
Sample 1
Tax Treatment of Debentures. The Company hereby characterizes the Debentures as equity, rather than indebtedness, for income tax purposes in accordance with Section 385(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and each Purchaser shall be bound by such treatment unless such Purchaser complies with the provisions of Section 385(c)(2) of the Code (regarding inconsistent treatment).
Sample 1
Tax Treatment of Debentures. The Company agrees, and by acceptance of a beneficial ownership interest in the Debentures each beneficial holder of Debentures agrees, for United States federal income tax purposes, (i) to treat each Debenture and the corresponding Warrant in which such holder has a beneficial interest as a single unitary instrument, (ii) to treat such unitary instrument as indebtedness of the Company, (iii) to treat such indebtedness as subject to Section 1.1275-4(b) of the Treasury Regulations (the "Contingent Debt Regulations"), (iv) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule," within the meaning of the Contingent Debt Regulations, with respect to such holder's Debentures and corresponding Warrants, and (v) to use such "comparable yield" and "projected payment schedule" in determining its interest accruals with respect to such holder's Debentures and corresponding Warrants and in determining adjustments thereto. For purposes of the foregoing, the Company's determination of the "comparable yield" is 7.410% per annum, compounded quarterly. The projected payment schedule, determined by the Company, is attached hereto as Exhibit B. A Holder of Debentures may obtain the Issue Date, yield to maturity, comparable yield and a copy of the projected payment schedule attached hereto as Exhibit B for the Debentures by telephoning the Company's Investor Relations Department at (000) 000-0000 or submitting a written request for such information to Investor Relations Department, Sovereign Bank, Mail Code 11-900-IR5, X.X. Xxx 00000, Xxxxxxx, XX 00000, Attn: Xxxx X. XxXxxxxx.
Sample 1
Tax Treatment of Debentures. The Company agrees, and by purchasing a beneficial ownership interest in the Debentures each Holder, and any Person (including an entity) that acquires a direct or indirect beneficial interest in the Debentures (including holders of Trust PIERS), will be deemed to have agreed (i) for United States federal income tax purposes, (A) to treat the Debentures as indebtedness of the Company and (B) to treat the Debentures as indebtedness of the Company that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”), (ii) for United States federal income tax purposes, to treat the Trust PIERS as evidence of ownership of an undivided interest in the Debentures, (iii) for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Debentures as a contingent payment, (iv) to be bound by the Company’s determination that the Debentures are contingent payment debt instruments subject to the “noncontingent bond method” of accruing original issue discount within the meaning of the Contingent Payment Regulations with respect to the Debentures, (v) to accrue original issue discount at the comparable yield as determined by the Company and (vi) to be bound by the Company’s projected payment schedule with respect to the Debentures. The parties hereto acknowledge that, the comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination of interest accruals and adjustment thereof in respect of the Debentures for United States federal income tax purposes; and that the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the future stock price or the amounts payable on the Debentures. For purposes of the foregoing, the Company’s determination of the “comparable yield” is 8.01% per annum, compounded quarterly. A Holder of Debentures may obtain the amount of original issue discount, issue date, comparable yield and projected payment schedule by submitting a written request to: Omnicare, Inc., 000 Xxxx XxxxxXxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Financial Officer.
Sample 1
Tax Treatment of Debentures. The Company shall treat each series of the Debentures as indebtedness for all federal and state tax purposes, and shall take or cause to be taken any and all actions necessary to maintain the characterization of the Debentures as indebtedness.
Sample 1
Tax Treatment of Debentures. The Company and the Trustee, on behalf of the Holders, agree that (i) the Debentures are contingent payment debt instruments within the meaning of Treasury Regulation Section1.1275-4, (ii) each Holder shall be bound by the Company's application of the Treasury regulations to the Debentures, including the Company's determination of the comparable yield within the meaning of Treasury Regulation Section1.1275-4(b)(4), (iii) each Holder shall use the projected payment schedule with respect to the Debentures provided by the Company to the Holder, as provided in Treasury Regulation Section1.1275-4(b)(4), to determine its interest accruals and adjustments as provided in Treasury Regulation Section1.1275-4(b)(4)(iv), and (iv) the Company and each Holder will not take any position on a tax return inconsistent with (i), (ii) or (iii), unless required by applicable law.
Sample 1
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Related to Tax Treatment of Debentures

  • Payment of Debentures (a) The Company shall pay the principal of and premium, if any, and interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding) on the Debentures on or prior to the dates and in the manner provided in such Debentures or pursuant to this Junior Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the applicable due date if on such date the Trustee or the Paying Agent holds, in accordance with this Junior Indenture, money sufficient to pay all of such installment then due. With respect to any Debenture, the Company shall pay interest on overdue principal and interest on overdue installments of interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding), to the extent lawful, at the rate per annum borne by such Debenture, compounded quarterly. Interest on overdue interest shall accrue from the date such amounts become overdue.

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Conversion of Debentures Section 16.01.

  • Form of Debentures The Debentures and the Trustee’s certificate of authentication to be borne by such Debentures shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of this Indenture. Any of the Debentures may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Debentures may be listed, or to conform to usage. Any Debenture in global form shall represent such of the outstanding Debentures as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon and that the aggregate amount of outstanding Debentures represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Debenture in global form to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Debentures in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Debenture in global form shall be made to the Debentureholder. The terms and provisions contained in the form of Debenture attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

  • Subordination of Debentures 48 Section 16.1. Agreement to Subordinate........................................48 Section 16.2. Default on Senior Debt, Subordinated Debt or Additional Senior Obligations..................................................49 Section 16.3.

  • REDEMPTION OF DEBENTURES Section 3.1. Redemption......................................................................... 16 Section 3.2. Special Event Redemption........................................................... 16 Section 3.3. Optional Redemption by the Company................................................. 17 Section 3.4.

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

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