Employment related securities. The UK Companies do not have any shares in issue to which either Part 7 of ITEPA 2003 (or Chapter II, Part III of the Finance Act 1988) has applied.
Employment related securities. In relation to any employment related securities acquired by an employee of a Group Company prior to Completion, such Group Company and employee have entered into a valid election under section 431 of Income Tax (Earnings and Xxxxxxxx) Xxx 0000 in respect of such securities.
Employment related securities. (1) The Company will not become liable to pay any Tax as a result of the application of ITEPA 2003 Section 447 to any benefit received after Completion in respect of employment-related securities acquired prior to Completion as a result of anything done prior to Completion (including, for the avoidance of doubt, as a result of the operation after Completion of any rights attached to such securities at Completion).
(2) The Company has duly and within any appropriate time limits provided HMRC with particulars of all reportable events in accordance with ITEPA 2003 Sections 421J–421L which have occurred prior to the date of Completion.
(3) Nothing has been done otherwise than for genuine commercial purposes which has increased or reduced or may increase or reduce the market value of employment-related securities to which ITEPA 2003, Pt 7 Chapters 3A or 3B might apply.
(4) No loan has been or could be treated by ITEPA 2003 Section 446S as having been made by the Company to any Employee or officer or any ex-employee or ex-officer.
Employment related securities. (a) No restricted securities or restricted interests in securities (within the meaning of ITEPA 2003 Section 423) in relation to which the Company is, has been or will be the employer have at any time been acquired by any person.
(b) The Company will not become liable to pay any Tax as a result of the application of ITEPA 2003, section 447 to any benefit received after Completion in respect of employment-related securities acquired prior to Completion as a result of anything done prior to Completion (including, for the avoidance of doubt, as a result of the operation after Completion of any rights attached to such securities at the date of Completion).
(c) The Company has duly and within any appropriate time limits provided HMRC with particulars of all reportable events in accordance with ITEPA 2003 Sections 421J–421L which have occurred prior to the date of Completion.
Employment related securities. No person has acquired by reason of an employment of that person or any other person an interest in any securities in the Company:
(a) which are restricted within the meaning of Chapter 2 Part 7 of ITEPA 2003;
(b) which are convertible within the meaning of Chapter 3 Part 7 of ITEPA 2003;
(c) the market value of which has been reduced by things done otherwise than for genuine commercial purposes within the meaning of Chapter 3A Part 7 of ITEPA 2003;
(d) the market value of which has been increased by things done otherwise than for genuine commercial purposes within the meaning of Chapter 3B Part 7 of ITEPA 2003;
(e) to which Chapter 3C Part 7 of ITEPA 2003 (Securities Acquired For Less Than Market Value) could apply; and
(f) to which Chapter 4 Part 7 of ITEPA 2003 (Post-Acquisition Benefits From Securities) could apply. TAX IN THE ACCOUNTS AND SINCE THE ACCOUNTS DATE
Employment related securities. 17.1. In relation to all employment related securities (as defined in section 4218(8) ITEPA) in relation to which any Group Company is, has been or will be the employer (as defined in section 4218(8) ITEPA) which have been acquired by any person since 15 April 2003, each relevant employee has entered into an election pursuant to section 431(1) ITEPA in the form approved by HMRC within 14 days of the acquisition of the employment-related securities (by him or any other person) and in relation to all securities options, such an election is required to be entered into by the relevant employee as a condition of exercise of the option.
17.2. Neither any Group Company nor any employee benefit trust or other third party has made, or agreed to make, any payment to, or provided or agreed to provide any benefit for, any director or former director, officer or employee (or associate of any of the foregoing) of any Group Company, whether as compensation for loss of office, termination of employment or otherwise, which is not allowable as a deduction in calculating the profits of any Group Company for Taxation purposes.
17.3. There are no trusts or other arrangements in place, whether funded or established by any Group Company or of which the Sellers are aware, under which any employees or former employees of a Group Company or any persons associated with such employees or former employees can obtain a benefit in any form.
17.4. There is no arrangement, formal or informal:
(a) between the Sellers to redistribute (or which has the effect of redistributing) the consideration payable under the Agreement; or
(b) for any payment to be made to, or for any benefit to be received by, any current, former or prospective employee or office holder in connection with this Agreement or the transactions contemplated by this Agreement.
17.5. No part of the Consideration will be treated as employment income, whether as employment income of any Seller or any other person.
17.6. No person has acquired a right to acquire shares or securities, or has acquired any shares or securities, which in either case may give rise to a liability in respect of income tax or national insurance contributions (or similar or equivalent Taxes in other jurisdictions) on any Group Company upon the exercise of that right or upon the acquisition or disposal of those shares or securities.
Employment related securities. No Target Group member has at any time issued any Relevant Employment-Related Security to any person.
Employment related securities. 15.1 In relation to all employment-related securities (as defined in section 421B(8) ITEPA) and in relation to which the Company is, has been or will be the employer (as defined in section 421B(8) ITEPA)) which have been acquired since 15 April 2003, each relevant employee has entered into an election pursuant to section 431(1) ITEPA in the form approved by HMRC within 14 days of the acquisition of the employment-related securities (by him or any other person).
15.2 Save as provided for in the Working Capital Statement, the Company does not have and will not at Completion have any liability to account for PAYE and/or NICs in relation to any employment-related securities or employment-related securities options (as defined in Part 7 ITEPA) which were or will be acquired or granted on or before Completion.
Employment related securities. In relation to all employment-related securities which have been acquired since 15 April 2003, and as set out in section 41 of the Bundle, each relevant employee has entered into an election pursuant to section 431(1) ITEPA in the form approved by HMRC within 14 days of the acquisition of the employment-related securities (by him or any other person) and in relation to all securities options, such an election is required to be entered into by the relevant employee as a condition of exercise of the option.
Employment related securities. 14.1 Saved as Disclosed, no employee or director or former employee or director of any Target Group Company or any person associated with any of them holds any shares or securities or options over or interests in any shares or securities of any Target Group Company in respect of which any Target Group Company could be liable after Completion to pay national insurance contributions or account for income tax or national insurance under the PAYE system in respect of, or in consequence of any event occurring on or before Completion in relation to, any such shares, securities, options or interests.
14.2 Each Target Group Company has at all times submitted to the relevant Tax Authority by the requisite dates particulars of all reportable events (as defined in section 421K of ITEPA) in relation to which it is a responsible person (as defined in section 421L of ITEPA).
14.3 There are Disclosed full details of any profit related pay schemes, employee share schemes, employee incentive schemes or charities payroll deduction schemes operated by any Target Group Company and any trust established in connection with the above.
14.4 So far as the Warrantors are aware, no disqualifying event under section 534 of ITEPA 2003 has occurred in relation to any options granted under Schedule 5 to Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (EMI Options).
