Issue Price; Original Issue Discount. 9 2.04. Use of Proceeds....................................................................... 9 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 discount with respect to the Notes to be issued at the closing hereof, the issue price for the Notes and the Warrants is $28,594,485 and $1,405,515, 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 Initial Notes and the Warrants being acquired by the Purchaser, the Company and the Purchaser 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 Initial Notes thereunder, the aggregate "issue price" for (a) the Initial Note to be issued to MSC is $721,808, and (b) the Initial Note to be issued to MSI is $98,710. The Company and the Purchaser 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. Use of Proceeds
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 Company, on the one hand, and the Purchasers, 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 2.03 attached hereto. The Company and each Significant Subsidiary and each Purchaser agrees 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. The Company and the Purchasers agree that (i) neither the Purchasers nor any of their Affiliates have rendered or have agreed to render any services to the Company in connection with this Agreement or the issuance of the Notes and Warrants and (ii) the Warrants are not being issued as compensation.
Issue Price; Original Issue Discount. Having considered all facts relevant to a determination of the value of the Note and the Warrants being acquired by the Purchaser, the Company and the Purchaser 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 is $3,984,182. The Company and the Purchaser 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 issue price for 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 the Convertible Notes will not be issued with original issue discount within the meaning of Section 1273 of the Code. The Company and each Noteholder agree to comply with all reporting requirements in a manner which is consistent with the issue price set forth on Exhibit 2.3 and the absence of original issue discount within the meaning of Section 1273 of the Code. The inclusion of this Section 2.3 is not an admission by any Noteholder that it is subject to United States taxation.
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.
