Protective Section 83(b) Election Sample Clauses

Protective Section 83(b) Election. Within 30 days from the date hereof, the Grantee shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the grant of the Management Incentive Units described in this Agreement substantially in the form attached hereto as Exhibit D, and the Grantee shall provide the Company with a copy of such executed and filed election promptly thereafter.

Protective Section 83(b) Election. As a further condition to the grant of Unvested Incentive Units under this Agreement, no later than thirty (30) days following the Grant Date, the Participant shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Code substantially in the form attached hereto as Exhibit C, with respect to such Unvested Incentive Units, in accordance with Section 4(e) of the Plan, and the Participant shall provide the Company with a copy of such executed and filed election promptly thereafter, along with a copy of proof of mailing; provided, however, that if the Participant refuses or fails to timely file such election pursuant to Section 83(b) of the Code, the Participant will forfeit the Unvested Incentive Units granted under this Agreement, this Agreement shall be null and void ab initio and of no force or effect, and the Company shall have no obligations to the Participant with respect to the forfeited Unvested Incentive Units.

Protective Section 83(b) Election. Within thirty (30) days from the date hereof, the Participant shall execute and file with the Internal Revenue Service a protective election under Section 83(b) of the Code and the regulations promulgated thereunder (an “83(b) Election”) with respect to the grant of Class B Units described in this Agreement substantially in the form attached hereto as Exhibit A and the Participant shall provide the Company with a copy of such executed and filed 83(b) Election promptly thereafter. The Participant hereby acknowledges that (i) the Company has not provided, and is not hereby providing, the Participant with tax advice regarding the 83(b) Election and has urged the Participant to consult his own tax advisor with respect to the income taxation consequences thereof, and (ii) the Company will have no liability to the Participant if the actual fair market value of the Class B Units on the date hereof exceeds the amount specified in the 83(b) Election.

Protective Section 83(b) Election. Holder understands that when stock is initially purchased, Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the stock and the fair market value of the stock as of the date any restrictions on the stock lapse, unless the purchaser elects to be taxed at the time the stock is purchased, rather than when and as the restrictions expire, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of purchase. However, the Stock has been owned by Holder for some time and is at this time being subjected to new substantial risks of forfeiture by agreement with the Company. Although Revenue Ruling 2007-49 indicates that the imposition of new forfeiture restrictions on the Stock, such as the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2 above, should not be treated as a transfer of property under Section 83, Holder may choose to make a protective election under Section 83(b) of the Code. Holder understands that failure to file such a protective 83(b) Election in a timely manner may result in adverse tax consequences for Holder. Holder further understands that an additional copy of such protective 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. HOLDER FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT IT IS HOLDER’S SOLE OBLIGATION AND RESPONSIBILITY TO TIMELY FILE SUCH PROTECTIVE 83(B) ELECTION, ATTACHED HERETO AS EXHIBIT C, AND NEITHER THE COMPANY NOR THE COMPANY’S LEGAL OR FINANCIAL ADVISORS SHALL HAVE ANY OBLIGATION OR RESPONSIBILITY WITH RESPECT TO SUCH FILING. Holder acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder, and does not purport to be complete. Holder further acknowledges that the Company has directed Holder to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Holder may reside, and the tax consequences of Holder’s death. Holder assumes all responsibility for filing a protective 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

Protective Section 83(b) Election. As of the Effective Time, and as a condition precedent to the acquisition of the Management Shares hereunder, the Purchaser shall make an election with the IRS under Section 83(b) of the Code and the regulations promulgated thereunder (a “Protective Section 83(b) Election”) with respect to the Unvested Management Shares (as defined below), and the Purchaser shall provide a copy of such form to the Company promptly following its filing, which is required under current law to be filed with the IRS no later than thirty (30) days after the date in which the Effective Time occurs. The form for making the Protective Section 83(b) Election is attached hereto as Schedule B.