Common use of Forward Purchase Contract Clause in Contracts

Forward Purchase Contract. Each of Purchaser and Seller hereby agrees, to the extent relevant for all U.S. federal income tax purposes, except as required by law, that: (a) it will treat this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Property on the Exchange Date (including as a result of acceleration or otherwise) (the "Forward Purchase Contract Characterization"), under the terms of which contract (i) at the time of issuance of the SAILS Purchaser deposits irrevocably with Seller a fixed amount of cash equal to the Purchase Price to assure the fulfillment of Purchaser's purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied at the Exchange Date to satisfy such obligation and (ii) at the Exchange Date such cash deposit unconditionally and irrevocably will be applied by Seller in full satisfaction of Purchaser's obligation under the forward purchase contract, and Seller will deliver to Purchaser the Contract Property that Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract Property); (b) it will treat, consistent with the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount of the cash deposit attributable to such Agreement; (c) it will not treat this Agreement, any portion of this Agreement or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income (in the case of Purchaser) or as giving rise to any interest expense or other deductions of ordinary expense (in the case of Seller); (d) it will not treat the delivery of any portion of the Contract Property, cash or securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; and (e) it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (a) through (d), unless such action or position is required by an applicable taxing authority or unless such action or position is required by a change in statutory law or regulation or by a judicial or other authoritative interpretation of the law enacted, promulgated or published after the date of this Agreement.

Forward Purchase Contract. Each of Purchaser and Seller hereby agrees, to the extent relevant for all U.S. federal income tax purposes, except as required by law, ------------------------- agrees that: (a) it will treat this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Property Shares on the Exchange Date (including as a result of acceleration or otherwise) (the "Forward Purchase Contract Characterization"), under the terms of which contract (i) at the time of issuance of the SAILS DECS Purchaser deposits irrevocably with Seller a fixed amount of cash equal to the Firm Purchase Price (plus, if the Underwriters exercise their option to purchase Additional DECS, the Additional Purchase Price) to assure the fulfillment of Purchaser's purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied at the Exchange Date to satisfy such obligation and (ii) at the Exchange Date such cash deposit unconditionally and irrevocably will be applied by Seller in full satisfaction of Purchaser's obligation under the forward purchase contract, and Seller will deliver to Purchaser the number of Contract Property Shares that Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract PropertyShares); (b) it will treat, consistent with the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount of the cash deposit attributable to such Agreement; (c) it will not treat this Agreement, any portion of this Agreement or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income (in the case of Purchaser) or as giving rise to any interest expense or other deductions of ordinary expense (in the case of Seller); (d) it will not treat the delivery of any portion of the Contract PropertyShares, cash or securities Reported Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; and (e) it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (a) through (d), unless such action or position is required by an applicable taxing authority or unless such action or position is required by a change in statutory law or regulation or by a judicial or other authoritative interpretation of the law enacted, promulgated or published after the date of this Agreement.

Forward Purchase Contract. Each of Purchaser and Seller hereby agrees, to the extent relevant for all U.S. federal income tax purposes, except as required by law, agrees that: (a) it will treat this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Property Shares on the Exchange Date (including as a result of acceleration or otherwise) (the "Forward Purchase Contract CharacterizationFORWARD PURCHASE CONTRACT CHARACTERIZATION"), under the terms of which contract (i) at the time of issuance of the SAILS DECS, Purchaser deposits irrevocably with Seller a fixed amount of cash equal to the Firm Purchase Price (plus, if the Underwriters exercise their option to purchase Additional DECS, the Additional Purchase Price) to assure the fulfillment of Purchaser's purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied at the Exchange Date to satisfy such obligation and (ii) at the Exchange Date such cash deposit unconditionally and irrevocably will be applied by Seller in full satisfaction of Purchaser's obligation under the forward purchase contract, and Seller will deliver to Purchaser the number of Contract Property Shares that Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract PropertyShares); (b) it will treat, consistent with the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount of the cash deposit attributable to such Agreement; (c) it will treat the sale of the Contract Shares as occurring on the Exchange Date; (d) it will not treat this Agreement, any portion of this Agreement or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income (in the case of Purchaser) or as giving rise to any interest expense or other deductions of ordinary expense (in the case of Seller); (de) it will not treat the delivery of any portion of the Contract PropertyShares, cash or securities Reported Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; and (ef) it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (a) through (d), unless such action or position is required by an applicable taxing authority or unless such action or position is required by a change in statutory law or regulation or by a judicial or other authoritative interpretation of the law enacted, promulgated or published after the date of this Agreement.

Forward Purchase Contract. Each of Purchaser and Seller hereby agrees, to the extent relevant for all U.S. federal income tax purposes, except as required by law, agrees that: (a) it will treat this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Property Shares on the Exchange Date (including as a result of acceleration or otherwise) (the "Forward Purchase Contract CharacterizationFORWARD PURCHASE CONTRACT CHARACTERIZATION"), under the terms of which contract (i) at the time of issuance of the SAILS DECS, Purchaser deposits irrevocably with Seller a fixed amount of cash equal to the Firm Purchase Price (plus, if the Underwriters exercise their option to purchase Additional DECS, the Additional Purchase Price) to assure the fulfillment of Purchaser's purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied at the Exchange Date to satisfy such obligation and (ii) at the Exchange Date such cash deposit unconditionally and irrevocably will be applied by Seller in full satisfaction of Purchaser's obligation under the forward purchase contract, and Seller will deliver to Purchaser the number of Contract Property Shares that Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract PropertyShares); (b) it will treat, consistent with the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount of the cash deposit attributable to such Agreement; (c) it will not treat this Agreement, any portion of this Agreement or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income (in the case of Purchaser) or as giving rise to any interest expense or other deductions of ordinary expense (in the case of Seller); (d) it will not treat the delivery of any portion of the Contract PropertyShares, cash or securities Reported Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; and (e) it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (a) through (d), unless such action or position is required by an applicable taxing authority or unless such action or position is required by a change in statutory law or regulation or by a judicial or other authoritative interpretation of the law enacted, promulgated or published after the date of this Agreement.

Forward Purchase Contract. Each of Purchaser and Seller hereby agrees, to the extent relevant for all U.S. federal income tax purposes, except as required by law, agrees that: (a) it will treat this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Property Shares on the Exchange Date (including as a result of acceleration or otherwise) (the "Forward Purchase Contract Characterization"), under the terms of which contract (i) at the time of issuance of the SAILS DECS Purchaser deposits irrevocably with Seller a fixed amount of cash equal to the Firm Purchase Price (plus, if the Underwriters exercise their option to purchase Additional DECS, the Additional Purchase Price) to assure the fulfillment of Purchaser's purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied at the Exchange Date to satisfy such obligation and (ii) at the Exchange Date such cash deposit unconditionally and irrevocably will be applied by Seller in full satisfaction of Purchaser's obligation under the forward purchase contract, and Seller will deliver to Purchaser the number of Contract Property Shares that Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract PropertyShares); (b) it will treat, consistent with the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount of the cash deposit attributable to such Agreement; (c) it will not treat this Agreement, any portion of this Agreement or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income (in the case of Purchaser) or as giving rise to any interest expense or other deductions of ordinary expense (in the case of Seller); (d) it will not treat the delivery of any portion of the Contract Property, cash or securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; and (e) it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (a) through (d), unless such action or position is required by an applicable taxing authority or unless such action or position is required by a change in statutory law or regulation or by a judicial or other authoritative interpretation of the law enacted, promulgated or published after the date of this Agreement.

Forward Purchase Contract. Each of Purchaser and Seller hereby agrees, to the extent relevant for all U.S. federal income tax purposes, except as required by law, agrees that: (a) it will treat this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Property Shares on the Exchange Date (including as a result of acceleration or otherwise) (the "Forward Purchase Contract Characterization"), under the terms of which contract (i) at the time of issuance of the SAILS DECS Purchaser deposits irrevocably with Seller a fixed amount of cash equal to the Firm Purchase Price (plus, if the Underwriters exercise their option to purchase Additional DECS, the Additional Purchase Price) to assure the fulfillment of Purchaser's purchase obligation described in clause (ii) below, which deposit will unconditionally and irrevocably be applied at the Exchange Date to satisfy such obligation and (ii) at the Exchange Date such cash deposit unconditionally and irrevocably will be applied by Seller in full satisfaction of Purchaser's obligation under the forward purchase contract, and Seller will deliver to Purchaser the number of Contract Property Shares that Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract PropertyShares); (b) it will treat, consistent with the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount of the cash deposit attributable to such Agreement; (c) it will not treat this Agreement, any portion of this Agreement or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income (in the case of Purchaser) or as giving rise to any interest expense or other deductions of ordinary expense (in the case of Seller); (d) it will not treat the delivery of any portion of the Contract PropertyShares, cash or securities Reported Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; and (e) it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (a) through (d), unless such action or position is required by an applicable taxing authority or unless such action or position is required by a change in statutory law or regulation or by a judicial or other authoritative interpretation of the law enacted, promulgated or published after the date of this Agreement.

Forward Purchase Contract. Each of the Purchaser and the Seller hereby agrees, to the extent relevant for all U.S. federal income tax purposes, except as required by law, agrees that: (a) it will treat for tax and accounting purposes this Agreement in its entirety as a forward purchase contract for the delivery of the Contract Property on the Exchange Date Shares hereunder (including as a result of acceleration or otherwise) (the "“Forward Purchase Contract Characterization"”), under the terms of which contract (i) at the time of issuance of Payment Date, the SAILS Purchaser deposits irrevocably with delivers to the Seller a fixed amount of cash the Cash Purchase or Securities Purchase equal to the Purchase Price to assure the fulfillment of the Purchaser's ’s purchase obligation described in clause (ii) below, which deposit Cash Purchase or Securities Purchase, as the case may be, will unconditionally and irrevocably be applied at the Exchange Payment Date to satisfy such obligation and (ii) at the Exchange Payment Date such cash deposit Cash Purchase or Securities Purchase, as the case may be, unconditionally and irrevocably will be applied by the Seller in full satisfaction of the Purchaser's ’s obligation under hereunder and the forward purchase contractSeller, and Seller through the Escrow Agent, will deliver to the Purchaser the number of Contract Property Shares (and cash in lieu of a fraction of a share of Common Stock) that the Purchaser is entitled to receive at that time pursuant to the terms of this Agreement (subject to Seller's right to deliver cash and/or other property as provided in this Agreement in lieu of the Contract Property)hereof; (b) it will treat, consistent with treat the above characterization, amounts paid to Seller in respect of this Agreement as allocable in their entirety to the amount sale of the cash deposit attributable to such AgreementContract Shares as occurring on the Payment Date; (c) it will not treat this Agreement, any portion of this Agreement hereof or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income (in the case of the Purchaser) or as giving rise to any interest expense or other deductions of ordinary expense (in the case of the Seller); (d) it will not treat the delivery of any portion of the Contract PropertyShares, cash or other securities or property to be delivered pursuant to this Agreement hereto as the payment of interest or ordinary income; and (e) it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (a) through (d), unless such action or position is required by an applicable taxing authority or unless such action or position is required by a change in statutory law or regulation or by a judicial or other authoritative interpretation of the law enacted, promulgated or published after the date of this Agreementhereof.