Certain Tax Matters definition

Certain Tax Matters and "ERISA Considerations" fairly summarize the matters described therein;
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Certain Tax Matters. This option is intended to qualify as an "Incentive Stock Option" as that term is defined in Section 422A of the Internal Revenue Code, as amended. The time at which you exercise this option or dispose of any shares thus acquired may affect significantly your resultant tax burden. You are counseled to seek tax advice in this regard. Please complete and sign the attached agreement indicating whether you accept or decline this option upon the terms set forth in the Plan and above, and return a copy of the executed agreement to the Company. Very truly yours, MICROVISION, INC. By Xxxxxxx X. Xxxxxxxxx, President Election to Accept or Decline Stock Option Date: To: Microvision, Inc. I ACCEPT DECLINE the incentive stock option granted to me pursuant to the 1996 Stock Option Plan Of Microvision, Inc. (the "Plan") as set forth in the foregoing Stock Option Agreement. If I accept the grant of the option, I acknowledge that I have received and understand, and agree to, the terms of that Stock Option Agreement and the Plan. Very truly yours, Optionee Notice of Exercise of Stock Option Date: To: Microvision, Inc. I hereby exercise the incentive stock option granted to me by Microvision, Inc-(the "Company") on subject to all the terms and provisions thereof and of the 1996 Stock Option Plan referred to therein, and notify the Company of my desire to purchase shares of Common Stock of the Company at the exercise price of $ per share, or an aggregate exercise price of $ . I hereby deliver the full exercise price and all applicable withholding taxes with respect to this exercise as follows: cash; bank certified or cashier's check; irrevocable instructions to a stock broker to deliver the necessary sales proceeds, all in accordance with applicable governmental regulations;. shares of stock previously hold by you; authorization for the Company to withhold from the amount of shares of Common Stock to be received by you; or delivery of an irrevocable subscription agreement obligating you to take and pay for the shares of Common Stock to be purchased within one year of the date of exercise. I further agree to execute other documents as the Company may request. By: Print Name: Address: SSAN: Irrevocable Subscription Agreement Date To: Microvision, Inc. I hereby agree to take and pay for the shares of Common Stock of Microvision, Inc. shown in my Notice of Exercise of Incentive Stock Option dated , a copy of which is attached, within one year of the date of exercise of such optio...
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Examples of Certain Tax Matters in a sentence

  • Certain Tax Matters 46 ARTICLE 8 ALLOCATIONS AND DISTRIBUTIONS Section 8.01.

  • If any Seller or any of its subsidiaries violate any term or provision of this Section 5.1, the duration set forth in this Section 5.1 shall automatically be extended as against each Seller and its subsidiaries for a period equal to the periods during which any Seller or such subsidiary shall have been in violation of this Section 5.1.Section V.2. Certain Tax Matters .

  • Subject to Section 2.4, the Company hereby agrees to pay each Backstop Party its Backstop Commitment Premium, which premium shall be deemed earned upon the effective date of this Agreement and payable upon the earlier of (a) the Effective Date and (b) termination of this Agreement by the Required Backstop Parties, pursuant to Section 8.10.4. 2.2.4 Certain Tax Matters.

  • Subject to Section 2.4, the Company hereby agrees to pay each Backstop Party its Backstop Commitment Premium, which premium shall be deemed earned upon the effective date of this Agreement and payable upon the earlier of (a) the Effective Date and (b) termination of this Agreement by the Requisite Backstop Parties, pursuant to Section 8.10.3. 2.2.4 Certain Tax Matters.

  • The Borrower and the Lenders shall be required to comply with the provisions of Section 7.17 of the Indenture with respect to Certain Tax Matters and the provisions of Section 7.17 of the Indenture are hereby incorporated by reference mutatis mutandis.

  • OPERATIONS AND RISK OF LOSS 9 3.1 Ongoing Operations 9 3.2 Damage 11 3.3 Condemnation 11 3.4 Certain Tax Matters 11 Article 4.

  • The Borrowers and the Lenders shall be required to comply with the provisions of Section 7.17 of the Indenture with respect to Certain Tax Matters and the provisions of Section 7.17 of the Indenture are hereby incorporated by reference mutatis mutandis.

  • Tax Withholding; Withholding Advances 31 Certain Tax Matters Section 6.01.

  • Certain Tax Matters All parties to the merger agreement agreed to adopt the merger agreement as a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g).

  • Borrower and Xxxxxx also reaffirm all other covenants, obligations, representations, and warranties in the Loan Agreement and all other documents originally executed in connection with such Loan Agreement which have not been superseded or replaced hereunder and in that certain Certificate Regarding Compliance with Certain Tax Matters, dated as of October 3, 2014 and executed by Xxxxxxxx.

Related to Certain Tax Matters

  • Tax Matters means all tax matters including criminal tax matters,

  • Tax Matter has the meaning set forth in Section 7.01.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated July 19, 2004 as supplemented by the prospectus supplement dated July 26, 2004, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

  • Certain Transactions, Description of Capital Stock," "Shares Eligible for Future Sale" and "Underwriters" and (B) in the Registration Statement in Items 14 and 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • Priority Non-Tax Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).