Contingent Debt Tax Treatment. (a) The Company and each Holder, by acquiring a beneficial interest in a Security, agree (in the absence of an administrative pronouncement or judicial ruling to the contrary) (i) to treat the Security as indebtedness for U.S. federal income tax purposes that is subject to the Treasury Regulations governing contingent payment debt instruments (the “contingent debt regulations”), (ii) that each Holder shall be bound by the Company’s application of the contingent debt regulations to the Security, including the Company’s determination of the “comparable yield” and “projected payment schedule” within the meaning of the contingent debt regulations, (iii) to treat the cash and the fair market value of any Common Stock received upon the conversion of the Security as a contingent payment for purposes of the contingent debt regulations, (iv) to accrue interest with respect to the outstanding Security as original issue discount according to the “noncontingent bond method” set forth in the contingent debt regulations, using the comparable yield of 7.00% compounded semi-annually and (v) that the Company and each Holder will not take any position on any U.S. federal tax return that is inconsistent with (i), (ii), (iii) or (iv) unless required by applicable law. The Company acknowledges and agrees, and each Holder and any beneficial holder of a Security by its purchase thereof shall be deemed to acknowledge and agree, that (i) the comparable yield means the annual yield the Company would pay, as of the Issue Date, on a fixed rate, nonconvertible debt security with no contingent payments, but with terms and conditions otherwise comparable to those of the Securities, (ii) the schedule of projected payments is determined on the basis of an assumption of a constant annual growth rate of the stock price and is not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Securities for U.S. federal income tax purposes and (iii) the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the amounts payable on the Securities. A Holder may obtain the projected payment schedule for the Security, as determined by the Company pursuant to the contingent debt regulations, by submitting a written request to the Company at the following address: Linear Technology Corporation, 1000 XxXxxxxx Xxxxxxxxx, Milpitas, CA 95035-7417, Attention: Chief Financial Officer.
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Contingent Debt Tax Treatment. The Company agrees and, by acceptance of a Note, each beneficial holder of a Note will be deemed to have agreed to treat the Notes as indebtedness of the Company for U.S. federal income tax purposes that are subject to the regulations governing contingent payment debt instruments and to be bound (in the absence of an administrative determination or judicial ruling to the contrary) by the Company’s determination of the comparable yield and projected payment schedule within the meaning of the regulations governing contingent payment debt instruments. A holder of Notes may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Notes, determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request for it to the Company at the following address: Alliant Techsystems Inc., 0000 Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxxx 00000, Attention: Treasurer.
Contingent Debt Tax Treatment. The Company agrees, and by acceptance of a beneficial interest in a Note each holder and any beneficial owner of a Note shall be deemed to have agreed to treat the Note as indebtedness of the Company for United States federal income tax purposes that is subject to Treasury Regulation Section 1.1275-4 or any successor provision (the “contingent payment regulations”) and to be bound (in the absence of an administrative determination or judicial ruling to the contrary) by the Company’s determination of the comparable yield and the projected payment schedule within the meaning of the contingent payment regulations. A holder of Notes may obtain the issue price, amount of Tax Original Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Notes, determined by the Company pursuant to the contingent payment regulations, by submitting a written request for it to the Company at the following address: Headwaters Incorporated, 00000 Xxxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, XX 00000, Attention: Xxxxxx X. Xxxxxxxx, General Counsel.
Contingent Debt Tax Treatment. The Company agrees, and by acceptance of a Note or beneficial interest in a Note, each Holder and beneficial holder of the Note is deemed to have agreed, with respect to each of the matters set forth in (a) and (b) below, as follows:
Contingent Debt Tax Treatment. (a) The Company and each Holder, by acquiring a beneficial interest in a Security, agree (i) to treat the Security as indebtedness for U.S. federal income tax purposes that is subject to the Treasury regulations governing contingent payment debt instruments (the "contingent debt regulations"), (ii) that each Holder shall be bound by the Company's application of the contingent debt regulations to the Security, including the Company's determination of the "comparable yield" and "projected payment schedule" within the meaning of the contingent debt regulations, (iii) to treat the cash and the fair market value of any Common Stock received upon the conversion of the Security as a contingent payment for purposes of the contingent debt regulations, (iv) to accrue interest with respect to the outstanding Security as Tax Original Issue Discount according to the "noncontingent bond method" set forth in the contingent debt regulations, using the comparable yield of 9.0% compounded semi-annually and (v) that the Company and each Holder will not take any position on any U.S. federal income tax return that is inconsistent with (i), (ii), (iii) or (iv) unless required by applicable law. A Holder may obtain the issue price, the amount of Tax Original Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Security, as determined by the Company pursuant to the contingent debt regulations, by submitting a written request to the Company at the following address: CBIZ, Inc., 0000 Xxx Xxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxx 00000, Attention: General Counsel.
(b) Each Security shall bear a legend relating to U.S. federal income tax matters in the form set forth in Exhibits A and B.
Contingent Debt Tax Treatment. The Company agrees, and, by acceptance of a Note, each beneficial holder of a Note will be deemed to have agreed, for U.S. federal income tax purposes, that (i) the Notes are contingent payment debt instruments as defined in Treasury Regulations Section 1.1275-4(b), (ii) each beneficial holder shall be bound by the Company's application of the Treasury Regulations to the Notes, including the Company's determination that the rate at which interest will be deemed to accrue on the Notes for U.S. federal income tax purposes will be 7.75% compounded semi-annually, which is the rate comparable to the rate at which the Company would borrow on a noncontingent, nonconvertible basis with terms and conditions otherwise comparable to the Notes, (iii) each beneficial holder shall use the projected payment schedule with respect to the Notes determined by the Company, as required by Treasury Regulations Section 1.1275-4(b)(4)(iv), to determine its interest accruals and adjustments as provided in Treasury Regulations Section 1.1275-4(b), and (iv) the Company and each beneficial holder will not take any position on a tax return inconsistent with (i), (ii), or (iii), unless required by applicable law.
Contingent Debt Tax Treatment. (a) The Company and each Noteholder, by acquiring a beneficial interest in a Note, agree (except to the extent otherwise required by final administrative or judicial determination to the contrary) (i) to treat the Note as indebtedness for U.S. federal income tax purposes that is subject to Treasury regulation Section 1.1275-4 or any successor thereto (the “Contingent Debt Regulations”), (ii) that each Noteholder shall be bound by the Company’s application of the Contingent Debt Regulations to the Note, including the Company’s determination of the “comparable yield” and “projected payment schedule” within the meaning of the Contingent Debt Regulations, (iii) to treat the cash and the fair market value of any Common Stock received upon the conversion of the Note as a contingent payment for purposes of the Contingent Debt Regulations, (iv) to accrue interest with respect to the outstanding Note as Tax Original Issue Discount according to the “noncontingent bond method” set forth in the Contingent Debt Regulations, using the comparable yield of 9.375% compounded semi-annually and (v) that the Company and each Noteholder will not take any position on any U.S. federal income tax return that is inconsistent with (i), (ii), (iii) or (iv) unless required by final administrative or judicial determination to the contrary. A Noteholder may obtain the issue price, the amount of Tax Original Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Notes, as determined by the Company pursuant to the Contingent Debt Regulations, by submitting a written request to the Company at the following address: 000 Xxxx Xxxxxx, Prides Crossing, Massachusetts 01965, Attention: Chief Financial Officer.
(b) Each Note shall bear a legend relating to U.S. federal income tax matters in the form set forth in Exhibit B.
Contingent Debt Tax Treatment. 24 Section 2.15. Calculation Of Tax Original Issue Discount 24
Contingent Debt Tax Treatment. (a) The Company agrees, and by acceptance of a beneficial interest in a Security, each Holder will be deemed (i) to have agreed to treat the Security as indebtedness for United States federal income tax purposes that is subject to the United States federal income tax regulations governing contingent payment debt instruments, and (ii) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule" within the meaning of the contingent payment debt regulations. A Holder may obtain the issue price, the amount of Tax Original Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Security, as determined by the Company pursuant to Treas. Reg. Sec.
1. 1275-4 or any successor provision, by submitting a written request to the Company at the following address: Financial Federal Corporation, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Investor Relations.
(b) Each Security shall bear a legend relating to United States federal income tax matters in the form set forth in Exhibits A and B.
Contingent Debt Tax Treatment. The Company agrees, and by acceptance of a Debenture, each beneficial holder of a Debenture will be deemed to have agreed to treat the Debentures as indebtedness of the Company for U.S. federal income tax purposes that are subject to the regulations governing contingent payment debt instruments. A Holder of Debentures may obtain the amount amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Debentures, determined by the Company pursuant to Treas. Reg. Sec. 1.1275-4, by submitting a written request for it to the Company at the following address: Xxxxxx Xxxxxxxxxx Technologies, Inc., 9600 Xxxxxx Xxxxx, Xxxxxxxx, NY 14031, Attention: Treasurer.
