Recapitalization Treatment Sample Clauses

Recapitalization Treatment. Except as otherwise required by applicable law as a result of a change in law after the date hereof, the Company covenants and agrees to treat any exercise pursuant to Section 3(b)(including any deemed Section 3(b) exercise by virtue of an automatic exercise pursuant to Section 4(c)) as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and not to take any tax position inconsistent with such treatment.

Recapitalization Treatment. The parties intend that the transactions described in this Section 4 qualify as a recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and each party agrees not to take any action that would cause such transactions not to so qualify.

Recapitalization Treatment. As of the date hereof and based on information provided to it, Recapitalization Merger Sub is satisfied that, assuming consummation of the transactions contemplated by the Voting, Sale and Retention Agreement and assuming consummation of the Mergers in accordance with this Agreement, the Mergers should be able to be recorded as a recapitalization for financial reporting purposes in accordance with applicable generally accepted accounting principles and relevant requirements of the SEC.

Recapitalization Treatment. As of the date hereof and for a period of five years after the Closing, the Company and the Sellers shall cooperate with any reasonable requests of Windward related to the record ing of the transactions contemplated by this Agreement as a recapitalization for financial reporting purposes, including, without limitation, to assist Buyer and its affiliates with any presentation to any Person (including any Governmental Entity) with regard to such recording and to include appropriate disclosure with regard to such recording in all filings with any Governmental Entity. In furtherance of the foregoing, the Company shall provide Windward, for the prior review and comment of Windward's advisors, any description of the transactions contemplated by this Agreement which is meant to be disseminated to any Person.

Recapitalization Treatment. Notwithstanding anything contained in this Section 5 to the contrary, in connection with any Transfer of Stockholder Shares (other than shares received upon the exercise of the Warrants) by a Stockholder (or a Permitted Transferee) in accordance with the terms and conditions contained in this Agreement (other than pursuant to Section 7 below prior to a Public Offering), such Stockholder (or such Permitted Transferee) shall cause to be provided to the Stockholder of each Investor Group holding the largest number of Stockholder Shares such information as is necessary for each such Stockholder to be satisfied in its sole discretion that, after giving effect to such Transfer, the transactions contemplated hereby and in the other Transaction Documents, when viewed collectively, shall continue to qualify as a recapitalization for accounting purposes and each such Stockholder shall have received such opinions and advice as it deems necessary from the Company’s accountants and advisers as to such recapitalization treatment. No Stockholder (or Permitted Transferee) shall Transfer any Stockholder Shares unless and until all conditions set forth in the preceding sentence are satisfied to the satisfaction of the Stockholder of each Investor Group holding the largest number of Stockholder Shares in its sole discretion.

Recapitalization Treatment. If the Existing Notes and the New Notes both constitute securities of GLBR for U.S. federal income tax purposes, the Notes Exchange should qualify for “recapitalization” treatment. GLBR intends to treat each of the Existing Notes and New Notes as securities for U.S. federal income tax purposes. The classification as a recapitalization exchange generally serves to defer the recognition of any gain or loss by the U.S. Holder. However, even within an otherwise tax-free exchange, a U.S. Holder will have interest income to the extent of any exchange consideration allocable to accrued but unpaid interest not previously included in income (see “Distributions in Respect of Accrued But Unpaid Interest” below). In a recapitalization exchange, the U.S. Holder’s aggregate tax basis in the New Notes received will equal such U.S. Holder’s aggregate adjusted tax basis in the Existing Notes Claim exchanged therefor, increased by any interest income recognized in the exchange. A U.S. Holder’s holding period in the New Notes received will include its holding period in the Existing Notes underlying its Existing Notes Claim, except to the extent of any exchange consideration received in respect of accrued but unpaid interest.