CFC and PFIC Sample Clauses
CFC and PFIC. The Foreign Subsidiary is and has been at all times since acquired by the Company a “controlled foreign corporation” as defined in Section 957 of the Code. The Foreign Subsidiary does not own any “United States property” as defined in Section 956 of the Code. The Company would not be required to include any amount as income under Sections 951 or 951A of the Code if the taxable year of the Foreign Subsidiary were deemed to close on the Closing Date.
CFC and PFIC. The Company commits that immediately after the Closing (as defined in the SPA), the Company will not be a “Controlled Foreign Corporation” (“CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) with respect to the Shares held by the Preferred Shareholders. In the event that the Company is determined by counsel or accountants to the Preferred Shareholders to be a CFC with respect to the Shares held by the Preferred Shareholders, the Company agrees to use commercially reasonable efforts to avoid generating “subpart F income,” as such term is defined in Section 952 of the Code. The Company is not, and will not be at any time during the calendar year in which the Closing occurs, a “passive foreign investment company” within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (or any successor thereto). The Company shall use its best efforts to avoid being a “passive foreign investment company” within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (or any successor thereto). In connection with a “Qualified Electing Fund” election made by the Preferred Shareholders pursuant to Section 1295 of the Internal Revenue Code of 1986 or a “Protective Statement” filed by the Preferred Shareholders pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), the Company shall provide annual financial information to the Preferred Shareholders, in the form provided by the Preferred Shareholders, as soon as reasonably practicable following the end of each taxable year of the Preferred Shareholders (but in no event later than 90 days following the end of each such taxable year), and shall provide the Preferred Shareholders with access to such other Company information as may be required for purposes of filing U.S. federal income tax returns in connection with such Qualified Electing Fund election or Protective Statement. The Company shall use its best efforts to take such actions, including making an election to be treated as a corporation or refraining from making an election to be treated as a partnership, as may be required to ensure that at all times the company is treated as corporation for United States federal income tax purposes. In the event that the Preferred Shareholders’ interest in the Company is determined by counsel or accountants for the Preferred Shareholders to be subject to the reporting requirements of either or both of Sections 6...