Purchase on Initial Closing Date Sample Clauses

Purchase on Initial Closing Date. Subject to the terms and conditions hereof, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Purchaser, at the Closing (i) 210,000 shares of Series E Preferred Stock (collectively, the “Purchased Series E Preferred Stock”), (ii) one share of Series F Preferred Stock (the “Purchased Series F Preferred Stock”) and (iii) the Warrants (collectively, the “Securities”) for an aggregate cash purchase price of $210,000,000 (the “Purchase Price”). The Purchaser and the Company agree that for tax purposes, $183,900,175.44 of the Purchase Price is being allocated as the value of the Purchased Series E Preferred Stock and $26,099,824.56 of the Purchase Price is being allocated as the value of the Warrants; provided, that such allocation shall not affect the Purchaser’s rights, or the Company’s obligation, with respect to the Purchased Series E Preferred Stock or the Warrants. Purchaser and the Company agree to treat the Purchased Series E Preferred Stock as “common shares” for all U.S. federal income tax purposes. Neither the Purchaser nor the Company shall take any position inconsistent with this Section 2.01(b) on any report, return claim for refund or other filing for federal, state or other tax purposes unless all such parties agree otherwise or as otherwise may be required by applicable Law; provided, however, that neither the Purchaser nor the Company shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings.