Tax Treatment of the Securities Sample Clauses

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each Holder of Securities will be deemed to have agreed (in the absence of an administrative pronouncement or judicial ruling to the contrary), for United States federal income tax purposes, (1) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat cash and the fair market value of any Common Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (2) to be bound by the Company’s application of the Contingent Debt Regulations, including the Company’s determination of thecomparable yield” and “projected payment schedule,” within the meaning of the Contingent Debt Regulations, with respect to the Securities and (3) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue price, issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Lincare Holdings Inc., 00000 XX 00 Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Treasurer.
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Tax Treatment of the Securities. For federal income tax purposes, the Securities will constitute equity of the Fund and distributions made with respect to the Securities will qualify as exempt-interest dividends to the extent reported by the Fund and permitted by Section 852(b)(5)(A) of the Code.
Tax Treatment of the Securities. For United Stated federal income tax purposes, the Company agrees, and by acceptance of a beneficial interest in the Debentures each Holder and any beneficial owner of the Debentures shall be deemed to have agreed, to (1) treat the Debentures as debt instruments that are subject to Treasury Regulation section 1.1275-4 or any successor provision (the “Contingent Payment Regulations”), (2) treat the sum of the amount of any cash plus the fair market value of any Common Stock received upon conversion of the Debentures as a contingent payment for purposes of the Contingent Payment Regulations, (3) accrue interest with respect to the Debentures as original discount for United States federal income tax purposes according to the “noncontingent bond method” set forth in the Contingent Payment Regulations and (4) be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” each within the meaning of the Contingent Payment Regulations, with respect to the Debentures. The Company agrees to provide promptly to any Holder of Debentures, upon written request, the issue price, amount of tax original issue discount, issue date, comparable yield and projected payment schedule. Any such written request should be sent to Vishay Intertechnology, Inc. at the following address: 00 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000, Attention: Chief Financial Officer.
Tax Treatment of the Securities. The parties hereto agree, and the Holders of the Equipment Notes and interests therein, by their purchase thereof shall be deemed to have agreed, to treat the Equipment Notes as debt for U.S. federal income tax purposes (except in the case of an Equipment Note held by a Person that is treated as the same taxpayer as the Issuer for U.S. federal income tax purposes). In addition, the parties hereto agree, and the Holders of the Subordinated Notes and Class E Certificates, as the case may be, and interests therein, by their purchase of such Securities shall be deemed to have agreed (i) to treat the Subordinated Notes as debt for U.S. federal income tax purposes (except in the case of (i) a Subordinated Note held by a Person that is treated as the same taxpayer as the Issuer for U.S. federal income tax purposes or (ii) a Later Sold Note, if any, that is to be reported as equity for such purposes pursuant to Section 2.19(b)) and (ii) to treat the Class E Certificates as equity in the Issuer for all purposes, including for U.S. federal, state and local income and franchise tax.
Tax Treatment of the Securities. For U.S. federal income tax purposes, the Securities will constitute equity of the Company.
Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities, each Holder and Beneficial Owner is deemed to have agreed, in the absence of an administrative determination or judicial ruling to the contrary, for all United States federal income tax purposes:

Related to Tax Treatment of the Securities

  • Terms of the Securities (a) The Securities of each series shall be substantially in the form set forth in a Company Order or in one or more indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate 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 on which any series of the Securities may be listed or of any automated quotation system on which any such series may be quoted, or to conform to usage, all as determined by the officers executing such Securities as conclusively evidenced by their execution of such Securities.

  • Authorization of the Securities The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

  • Offering of the Securities (a) The Representatives will advise each Selected Dealer, in the Invitation or other written communication, of the release by the Representatives of the Securities for public offering and of the public offering price. Upon receipt of such advice, any of the Securities thereafter purchased by us pursuant to this Agreement are to be reoffered by us to the public at the public offering price, subject to the terms of this Agreement, the Invitation and the Offering Document. After the public offering of the Securities has commenced, the Representatives may change the public offering price, the selling concession and the reallowance to dealers. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the public offering price before the termination of the effectiveness of this Agreement with respect to the offering of such Securities, except that a reallowance from the public offering price not in excess of the amount set forth in the Invitation may be allowed to Qualified Dealers who agree that such amount is to be retained and not re-allowed in whole or in part. “Qualified Dealers” shall be brokers or dealers (as defined in the By-Laws of the Financial Industry Regulatory Authority (“FINRA”)) actually engaged in the investment banking or securities business which make the representations and agreements contained in Section 12 hereof. “Qualified Dealers” also shall include foreign banks, dealers or institutions which make the representations and agreements contained in Section 12 hereof.

  • Description of the Securities The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • Issuance of the Securities The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • of the Securities Act The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption (a) the proceeds from the sale of the Notes will be segregated from the proceeds of the sale of any such commercial paper by being placed in a separate account; (b) the Issuer will institute appropriate corporate procedures to ensure that the offers and sales of notes issued by the Issuer pursuant to the Section 3(a)(3) exemption are not integrated with offerings and sales of Notes hereunder; and (c) the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 98.974% of the principal amount thereof plus accrued interest, if any, from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • Adjustments Affecting the Securities The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

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