A U.S stockholder who is not a dealer in securities generally must treat any gain or loss realized on a taxable disposition of our stock as long-term capital gain or loss if the U.S. stockholder has held such stock for more than one year, and otherwise as short-term capital gain or loss. In general, a U.S. stockholder will realize gain or loss in an amount equal to the difference between (1) the sum of the fair market value of any property and the amount of cash received in such disposition and (2) the U.S. stockholder’s adjusted tax basis in such stock. A U.S. stockholder’s adjusted tax basis in our stock generally will equal the U.S. stockholder’s acquisition cost, increased by the excess of undistributed net capital gains deemed distributed by us to the U.S. stockholder over the federal corporate income tax deemed paid by the U.S. stockholder on such gains and reduced by any returns of capital.
A U.S. Holder’s conversion of a note solely into our common stock and cash in lieu of a fractional share of common stock will not be a taxable event, except that (i) the receipt of cash in lieu of a fractional share of common stock will result in capital gain or loss (measured by the difference between the cash received in lieu of the fractional share and the U.S. Holder’s tax basis in the fractional share) and (ii) the fair market value of common stock received with respect to accrued interest will be taxed as a payment of interest (as described above under “—Interest and OID”). A U.S. Xxxxxx’s tax basis in the common stock received upon a conversion of a note (other than common stock received with respect to accrued interest, but including any basis allocable to a fractional share) will equal the tax basis of the note that was converted. A U.S. Xxxxxx’s tax basis in the common stock received with respect to accrued interest will equal the fair market value of the stock received. A U.S. Xxxxxx’s tax basis in a fractional share will be determined by allocating the U.S. Holder’s tax basis in the common stock between the common stock received upon conversion and the fractional share, in accordance with their respective fair market values. The U.S. Xxxxxx’s holding period for the common stock received will include the U.S. Holder’s holding period for the note converted, except that the holding period of any common stock received with respect to accrued interest will commence on the day after the date of receipt.
A U.S. REVOLVER ADVANCES.
(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each U.S. Lender agrees (severally, not jointly or jointly and severally) to make advances ("U.S. Advances") to U.S. Borrowers in an amount at any one time outstanding not to exceed such U.S. Lender's Pro Rata Share of an amount equal to the lesser of (A) the Maximum Revolver Amount less Revolver Usage, or (B) the U.S. Borrowing Base less U.S. Revolver Usage;
(b) Anything to the contrary in this Section 2.1.A. notwithstanding, Agent shall have the right without declaring an Event of Default, to reduce its inventory advance rates or establish Reserves in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against U.S. Borrowing Base, including Reserves with respect to (i) sums that U.S. Borrowers are 36 required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay under any Section of this Agreement or any other Loan Document, (ii) amounts as determined by Agent in its Permitted Discretion based on noncompliance with the covenants set forth in Sections 6 and 7 (without duplication as to the Canadian Borrowing Base), and (iii) Bank Products then provided or outstanding (based upon Wells Fargo's or its Affiliate's reasonable determinatiox xx the credit exposure in respect of then extant Bank Products), and (iv) amounts owing by U.S. Borrowers or their Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than any existing Permitted Lien set forth on Schedule P-1 which is specifically identified thereon as entitled to have priority over Agent's Liens), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to Agent's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral.
A U.S air carrier may not wet lease from a foreign air carrier (see Volume 12, Chapter 3, Section 2).
A U.S employer includes a corporation organized under the laws of the United States or any state, a partnership if at least two thirds of the partners are U.S. residents, a person who is a resident of the U.S. or a trust if all the trustees are U.S. residents. The term also includes a foreign affiliate of a U.S. employer if the U.S. employer has entered into an agreement with the Internal Revenue Service (IRS) under section 3121(l) of the Internal Revenue Code to pay Social Security taxes for U.S. citizens and residents employed by the affiliate. Certificate of coverage A certificate of coverage issued by one country serves as proof of exemption from Social Security taxes on the same earnings in the other country.
A U.S employer includes a corporation organized under the laws of the United States or any state, a partnership if at least two thirds of the partners are U.S. residents, a person who is a resident of the U.S. or a trust if all the trustees are U.S. residents. The term also includes a foreign affiliate of a U.S. employer if the U.S. employer has entered into an agreement with the Internal Revenue Service (IRS) under section 3121(l) of the Internal Revenue Code to pay Social Security taxes for U.S. citizens and residents employed by the affiliate. Certificate of coverage A certificate of coverage issued by one country serves as proof of exemption from Social Security taxes on the same earnings in the other country. To establish an exemption from compulsory coverage and taxes under the Luxembourg system, your employer must request a certificate of coverage (form USA/LUX 1) from the U.S. at this address: Social Security Administration Office of International Programs P.O. Box 17741 Baltimore, Maryland 21235-7741 USA If preferred, the request may be sent by FAX to of coverage. No special form is required to request a certificate but the request must be in writing and provide the following information: • Full name of worker (including maiden name for married woman); • Date and place of birth; • Citizenship; • Country of worker’s permanent residence; • U.S. Social Security number; • Date of hire; • Country of hire; • Name and address of the employer in the U.S. and Luxembourg; and • Date of transfer and anticipated date of return. In addition, your employer must indicate if you remain an employee of the U.S. company while working in Luxembourg or if you become an employee of the U.S. company’s affiliate in Luxembourg. If you become an employee of an affiliate, your employer must indicate if the U.S. company has an agreement with the IRS under section 3121(l) of the Internal Revenue Code to pay U.S. Social Security taxes for U.S. citizens and residents employed by the affiliate and, if yes, the effective date of the agreement. Your employer can also request a certificate of U.S. coverage for you over the Internet using a special online request form available at xxx.xxxxxxxxxxxxxx.xxx/xxx. Only an employer can use the online form to request a certificate of coverage. A self-employed person must submit a request by mail or fax. To establish your exemption from coverage under the U.S. Social Security system, your employer in Luxembourg must request a certificate of cove...
A U.S. Holder who owns a New Euro Note may be subject to limitations under U.S. federal income tax laws, including limitations provided under section 165(j) and section 1287(a) of the Code. U.S. Holders of New Euro Notes should consult their own tax adviser about the U.S. federal income tax consequences to them of the sale of New Euro Notes pursuant to the Offers.
