Adjustments to Preserve Tax Treatment Sample Clauses

Adjustments to Preserve Tax Treatment. If either the tax opinion referred to in Section 7.2(b) or the tax opinion referred to in Section 7.3(b) cannot be rendered (as reasonably determined, in each case, by the counsel charged with giving such opinion) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Buyer shall increase the Stock Conversion Number to the minimum extent necessary to enable the relevant tax opinions to be rendered.
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Adjustments to Preserve Tax Treatment. (i) In the event that the quotient obtained by dividing (x) the product of (i) the Aggregate PNC Share Amount and (ii) the Final PNC Share Value by (y) the sum of (A) the Aggregate Cash Amount, (B) the Other Cash Consideration (as defined below), and (C) the product of (i) the Aggregate PNC Share Amount and (ii) the Final PNC Share Value is less than 0.425, the Aggregate PNC Share Amount shall be increased by the Share Adjustment Amount (as defined in this Section 2.1(e)) and the Aggregate Cash Amount shall be decreased by the product of (x) the Final PNC Share Value and (y) the Share Adjustment Amount. The "
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Adjustments to Preserve Tax Treatment. (i) If the amount obtained by dividing (x) the Aggregate Parent Stock Value by (y) the Closing Transaction Value is less than 0.4500, the following shall occur:
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Adjustments to Preserve Tax Treatment. If either the tax opinion referred to in Section 7.2(b) or the tax opinion referred to in Section 7.3(b) cannot be rendered (as reasonably determined, in each case, by the counsel charged with giving such opinion) as a result of the Merger potentially failing to satisfy the "continuity of interest" requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Buyer shall increase the Stock Conversion Number to the minimum extent necessary to enable the relevant tax opinions to be rendered; provided, however, that Buyer shall not be obligated to make any such adjustment if, as a result of such adjustment, Buyer would be obligated to obtain approval of its stockholders in order to consummate the Merger.
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Adjustments to Preserve Tax Treatment. (i) In the event that the quotient obtained by dividing (x) the product of (i) the Aggregate Parent Share Amount and (ii) the Final Parent Share Value by (y) the sum of the Aggregate Cash Amount and the product of (i) the Aggregate Parent Share Amount and (ii) the Final Parent Share Value is less than 0.425, the Aggregate Parent Share Amount shall be increased by the Share Adjustment Amount (as defined in this Section 2.1(e)) and the Aggregate Cash Amount shall be decreased by the product of (x) the Final Parent Share Value and (y) the Share Adjustment Amount, where the "Share Adjustment Amount" shall be equal to the quotient obtained by dividing (x) the difference obtained by subtracting (i) the product of (a) 0.425 and (b) the sum of the Aggregate Cash Amount and the product of (1) the Aggregate Parent Share Amount and (2) the Final Parent Share Value from (ii) the product of (a) the Aggregate Parent Share Amount and (b) the Final Parent Share Value by (y) the Final Parent Share Value.
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Adjustments to Preserve Tax Treatment. (i) In the event that the quotient obtained by dividing (x) the product of (i) the Aggregate Buyer Share Amount and (ii) the Final Buyer Share Value by (y) the sum of (A) the Aggregate Cash Amount,
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Adjustments to Preserve Tax Treatment. If either (i) the tax opinion of Farnell's tax counsel referred to in Section 8.2(e) cannot be rendered (as reasonably determined by such counsel) or (ii) the tax opinion of the Company's tax counsel referred to in Section 8.3(c) cannot be rendered (as reasonably determined by such counsel), in either case as a result of the Merger potentially failing to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "CODE"), then, the amount of Cash Consideration per Share payable with respect to non- Dissenting Shares shall be reduced (the "CASH REDUCTION AMOUNT") to the minimum extent necessary, and the number of shares constituting the Preference Share Consideration per Share payable with respect to non-Dissenting Shares shall be increased by an amount equal to the Cash Reduction Amount divided by the fair market value of a Preference Share at the Effective Time, to enable the relevant tax opinion or opinions, as the case may be, to be rendered (such reduction and increase to be finally calculated and made as soon as practicable after the 10th day following the Company Shareholder Meeting); PROVIDED, HOWEVER, that (x) in no event shall there be an adjustment under this Section 1.4(b) to the extent that such adjustment would result in the aggregate fair market value of the Stock Consideration at the Effective Time payable with respect to non-Dissenting Shares constituting more than 45% of the aggregate fair market value of the consideration payable to all holders of Shares at the Effective Time, including holders of Dissenting Shares and (y) Farnell will not be required to issue a number of Preference Shares which would cause the aggregate liquidation preference of all Preference Shares issued in connection with the Merger to exceed $800 million. The parties will seek to agree as to whether any adjustment is necessary under this Section 1.4(b) and, if any such adjustment is to be made, the terms thereof. If the parties fail to reach an agreement, they shall select a qualified independent investment banking firm (mutually acceptable to the parties) to determine the fair market value of the Preference Shares, which determination shall be final and binding on both parties and shall be used to determine any adjustment under this Section 1.4(b). If an adjustment is required under this Section 1.4(b), then as soon as practicable af...
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Related to Adjustments to Preserve Tax Treatment

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Federal Tax Treatment Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Tax Treatment; Reporting Landlord and Tenant each acknowledge that each shall treat this transaction as a true lease for state law purposes and shall report this transaction as a Lease for Federal income tax purposes. For Federal income tax purposes each shall report this Lease as a true lease with Landlord as the owner of the Leased Premises and Equipment and Tenant as the lessee of such Leased Premises and Equipment including: (1) treating Landlord as the owner of the property eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with respect to the Leased Premises and Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income.

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X as an adjustment to the Purchase Price for Tax purposes.

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

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