Issue Price; Original Issue Discount. 12 2.04. Use of Proceeds.......................................................13 2.05.
Issue Price; Original Issue Discount. The issue price of each Convertible Note, within the meaning of Section 1273 of the Code, is as set forth on Exhibit 2.3 attached hereto. The Company and each Noteholder recognize and agree that (i) the Convertible Notes will not be issued with original issue discount within the meaning of Section 1273 of the Code, and (ii) the issue price of any Note issued by the Company, within the meaning of Section 1273 of the Code, will be determined in accordance with the rules in Section 1273(b)(3) or 1273(b)(4), as applicable, at the time of the conversion of the Convertible Note in respect of which such Note is issued. The Company and each Noteholder agree to comply with all tax, accounting, regulatory and other reporting requirements in a manner which is consistent with the foregoing.
Issue Price; Original Issue Discount. Borrower and each Noteholder recognize and agree that (i) the Convertible Subordinated Notes will not be issued with original issue discount within the meaning of Section 1273 of the Code, and (ii) the issue price of any Note issued by the Company, within the meaning of Section 1273 of the Code, will be determined in accordance with the rules in Section 1273(b)(3) or 1273(b)(4), as applicable, at the time of the conversion of the Convertible Subordinated Note in respect of which such Note is issued. Borrower and each Noteholder agree to comply with all tax, accounting, regulatory and other reporting requirements in a manner which is consistent with the foregoing.
Issue Price; Original Issue Discount. Having considered all facts relevant to a determination of the value of the Notes and the warrants being acquired by the Initial Holders, the Company and the Initial Holders have concluded and do hereby agree that, for the purposes of Section 305 and of Section 1273 of the Code, and for purposes of determining any original issue WARRANT AGREEMENT discount with respect to the Notes to be issued at the closing hereof, the issue price for the Notes and the Warrants is $24,750,000 and $250,000, respectively. The Company and the Holders agree not to take a position on any income tax return, before any governmental agency charged with collection of any income tax or in any judicial proceeding that is inconsistent herewith, unless required to do so pursuant to a "Determination" within the meaning of Section 1313(a)(i) of the Code.
Issue Price; Original Issue Discount. Having considered all facts relevant to a determination of the value of the Notes and the Warrants, the Company and the Purchasers have concluded and do hereby agree that, for purposes of Section 1273 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Regulations thereunder, and for purposes of determining any original issue discount with respect to the Notes thereunder, the aggregate "issue price" for the Notes issued at the Closing is as set forth on Exhibit 2.03 attached hereto. The Company and each Subsidiary and each Purchaser recognize that this based upon the "issue price" for the Notes, the Notes will have original issue discount as set forth on Exhibit 2.03 attached hereto and the parties agree not to take a position on any income tax return, before any governmental agency charged with the collection of any income tax or in any judicial proceeding that is inconsistent with the terms of this Section 2.03.
Issue Price; Original Issue Discount. The Company and the Purchasers agree that the Notes shall be issued with original issue discount, for purposes of Sections 1272, 1273, and 1275 of the Code. Upon the request of any holder of a Note, the Company will promptly make available to such holder, (i) the issue price of the Notes held by such holder, (ii) the amount of original issue discount in respect thereof, (iii) the issue date of such Note, (iv) the yield to maturity of such Note, (v) the comparable yield of such Note, and (vi) the projected payment schedule of such Note, in each case as determined under the original issue discount rules under the Code. Any such request shall be directed to the Company at the address provided in Section 18.
Issue Price; Original Issue Discount. The Company and you agree that for purposes of Section 1273(b) of the Code and Treasury Reg. Section 1.1275-3(b) the aggregate issue price of the Notes and the Warrants is $35,000,000; the portion of this issue price allocable under Treasury Reg. Section 1.1273-2(h) to the Notes and the Warrants is $25,722,571.00 and $9,277,429.00, respectively; for purposes of Section 1273 of the Code, the Notes have original issue discount of $9,277,429.00; the issue date of the Notes is May 31, 2001; and the yield to maturity of the Notes for purposes of Treasury Reg. Section 1.1272-1(b) is 20.5923%. These shall be the values ascribed to the Notes and Warrants by the Company, you, the Other Purchasers and any subsequent holder of the Notes and/or the Warrants for all purposes, including the preparation of tax returns and the preparation of the Company's financial statements. In addition, the Company and you agree that the Notes and Warrants constitute an applicable high yield debt obligation as defined by Section 163(i) of the Code. The Company agrees to timely provide you with written information regarding the amount of the disqualified portion that accrues on the Notes and that would be treated as a dividend under Section 163(e)(5) for each year so that you may report appropriately corresponding amounts on your income tax returns.
Issue Price; Original Issue Discount. Having considered all facts relevant to a determination of the value of the Notes and the Warrants being acquired by the Purchasers, the Borrowers and the Purchasers have concluded and do hereby agree that, for purposes of Section 1273 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Regulations thereunder, and for purposes of determining any original issue discount with respect to the Notes thereunder, the "issue price" for that portion of the Notes purchased at the Initial Closing is $9,108,896; and the "issue price" for the remaining portion of the Notes shall be determined as of the Takedown Closing in accordance with Section 1273 of the Code.
Issue Price; Original Issue Discount. Having considered all facts relevant to a determination of the value of the Notes, Warrants and Purchased Shares being acquired by the Purchaser, the Company, on the one hand, and the Purchaser, on the other hand, have concluded and do hereby agree that, for purposes of Section 1273 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, and for purposes of determining any original issue discount with respect to the Notes thereunder, the aggregate “issue price” for the Notes issued at the Closing is as set forth on Exhibit 2.05. The Company and each Purchaser recognize that this Agreement will create “original issue discount” (within the meaning of Section 1273 of the Code) as set forth on Exhibit 2.05, and the Company and the Purchaser hereby agree not to take a position on any income tax return, before any governmental agency charged with the collection of any income tax or in any judicial proceeding that is inconsistent with the terms of this Section 2.05, unless required to do so pursuant to a determination within the meaning of Section 1313 of the Code. The Company and the Purchaser agree that (i) neither the Purchaser nor any of its Affiliates have rendered or have agreed to render any services to the Company in connection with this Agreement or the issuance of the Notes, Warrants and Purchased Shares and (ii) the Warrants and Purchased Shares are not being issued as compensation.
Issue Price; Original Issue Discount. 13 2.14. Ranking..........................................................................................13
