Common use of Contingent Debt Tax Treatment Clause in Contracts

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. (b) Each Security shall bear a legend relating to U.S. federal income tax matters in the form set forth in Exhibit A.

Contingent Debt Tax Treatment. (a) The Company and each HolderNoteholder, by acquiring a beneficial interest in a SecurityNote, agree (in the absence of an administrative pronouncement or judicial ruling to the contrary) (i) to treat the Security Note as indebtedness for U.S. federal income tax purposes that is subject to the Treasury Regulations governing contingent payment debt instruments regulation Section 1.1275-4 or any successor thereto (the “contingent debt regulationsContingent Debt Regulations”), (ii) that each Holder Noteholder shall be bound by the Company’s application of the contingent debt regulations Contingent Debt Regulations to the SecurityNote, including the Company’s determination of the “comparable yield” and “projected payment schedule” within the meaning of the contingent debt regulationsContingent Debt Regulations, (iii) to treat the cash and the fair market value of any Common Stock received upon the conversion of the Security Note as a contingent payment for purposes of the contingent debt regulationsContingent Debt Regulations, (iv) to accrue interest with respect to the outstanding Security Note as original issue discount Tax Original Issue Discount according to the “noncontingent bond method” set forth in the contingent debt regulationsContingent Debt Regulations, using the comparable yield of 7.009.73% compounded semi-annually and (v) that the Company and each Holder 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 applicable law. The Company acknowledges and agreesA Noteholder may obtain the issue price, and each Holder and any beneficial holder the amount of a Security by its purchase thereof shall be deemed Tax Original Issue Discount, issue date, yield to acknowledge and agreematurity, 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 SecurityNotes, as determined by the Company pursuant to the contingent debt regulationsContingent Debt Regulations, by submitting a written request to the Company at the following address: Linear Technology CorporationChampion Enterprises, 1000 XxXxxxxx XxxxxxxxxInc., Milpitas2000 Xxxxxxxxx Xxxxx, CA 95035-7417Xxxxx 000, Xxxxxx Xxxxx, XX 00000, Attention: Chief Financial OfficerInvestor Relations. (b) Each Security Note shall bear a legend relating to U.S. federal income tax matters in the form set forth in Exhibit A.

Contingent Debt Tax Treatment. (a) The Company and each HolderNoteholder, by acquiring a beneficial interest in a SecurityNote, agree (in the absence of an administrative pronouncement or judicial ruling to the contrary) (i) to treat the Security Note as indebtedness for U.S. federal income tax purposes that is subject to the Treasury Regulations governing contingent payment debt instruments regulation Section 1.1275-4 or any successor thereto (the “contingent debt regulationsContingent Debt Regulations”), (ii) that each Holder Noteholder shall be bound by the Company’s application of the contingent debt regulations Contingent Debt Regulations to the SecurityNote, including the Company’s determination of the “comparable yield” and “projected payment schedule” within the meaning of the contingent debt regulationsContingent Debt Regulations, (iii) to treat the cash and the fair market value of any Common Stock received upon the conversion of the Security Note as a contingent payment for purposes of the contingent debt regulationsContingent Debt Regulations, (iv) to accrue interest with respect to the outstanding Security Outstanding Note as original issue discount Tax Original Issue Discount according to the “noncontingent bond method” set forth in the contingent debt regulationsContingent Debt Regulations, using the comparable yield of 7.006.75% compounded semi-annually and (v) that the Company and each Holder 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 applicable law. 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: Pioneer Natural Resources Company, 5000 Xxxxx X’Xxxxxx Xxxxxxxxx, Suite 200, Irving, Texas 75039, 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 A. (c) The Company acknowledges and agrees, and each Holder Noteholder and any beneficial holder owner of a Security Note 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 are not determined for any purpose other than for the determination of interest accruals and adjustments thereof in respect of the Securities Notes for U.S. United States federal income tax purposes and (iiiii) 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 OfficerNotes. (bd) Each Security shall bear a legend relating The Company may cause to U.S. federal income be withheld from any payment hereunder any tax matters withholding required by law or regulations, including, in the form case of any withholding obligation arising from income that does not give rise to any cash or property from which any applicable withholding tax could be satisfied, set forth in Exhibit A.off against any subsequent payment of cash or property hereunder.