Section 3.5.1. For all federal and state income tax purposes the Members and Buyer shall (i) treat and report the transfer of the Seller Interests in a manner consistent with its qualification as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of state income tax law, and (ii) file such Tax Returns and Tax information reports related to the transfer as may be required or otherwise appropriate under the Tax laws and regulations applicable to transfers of property pursuant to Code Section 351.
Section 3.5.1. The transfer of the Seller Interests by the Members to Buyer pursuant to this Agreement is intended to qualify (i) as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of applicable state income tax law, and (ii) under Code Section 351 as part of a transfer by the Members and other persons transferring property to Buyer who collectively will be in control (as defined in Section 368(c) of the Code) of Buyer following such transfers. The information set forth on Schedule 2.21(j) is accurate and may be used by Buyer for tax filing purposes.
Section 3.5.1. The Company has no current plan or intention to reacquire any of the Rollover Shares or shares issued to the Sponsor pursuant to the Subscription Agreement. The Company will not issue voting or nonvoting stock of the Company in exchange for any consideration other than cash or other property in a manner and at a time that is reasonably likely to prevent the stock issuances to Investor and the other Rollover Holders contemplated by this Agreement from qualifying as tax-free exchanges under Section 351 of the Code; provided, however, that the Company shall not be prohibited from taking any action that is permitted by or required by this Agreement or any other agreement referenced herein. Assuming (A) the Investor satisfies its obligations with respect to the Rollover, (B) the other Rollover Holder satisfies its obligations with respect to the rollover of its shares of Target Common Stock pursuant to the Rollover Agreement between the Company and such other Rollover Shareholder, and (C) the Sponsors funds their respective obligations pursuant to the Subscription Agreement, in each case at or prior to the Effective Time, the Sponsors, the other Rollover Shareholder and the Investor, when taken together, shall hold at least 80% of the voting stock of the Company and at least 80% of each class of nonvoting stock, if any, at the Effective Time.
Section 3.5.1. 24 No derogatory materials concerning the employee's conduct, service, character, or personality shall 25 be placed in the personnel file unless an employee has had an opportunity to read and 26 respond to them. The employee shall acknowledge having read such material by affixing his or 27 her signature to the copy to be filed. The employee shall have the right to write his or her version of 28 the incident or occurrence and have that statement permanently attached to the original document.
Section 3.5.1. 4 An employee shall, upon request, have the right to inspect all contents of his/her complete personnel 5 file kept within the District. A copy of any requested document(s) shall be provided at District 6 expense.
Section 3.5.1. 29 Supervisors and employees shall conduct themselves with dignity and respect. Every effort 30 shall be made to avoid words or actions which may be interpreted as ridicule, slander, or abuse.
Section 3.5.1. 16 Each employee will be provided a copy of any disciplinary material placed in his or her 17 personnel file within fifteen (15) working days of placement in the employee’s personnel file. 18 At the request of an employee, all disciplinary material contained in the personnel file shall be 19 removed within two (2) years when there has not been any further disciplinary action. 20 Corrective material discovered in an employee’s personnel file for which there is no proof of 21 prior notice to the employee shall be immediately removed and may not be used in support of 22 discipline.
Section 3.5.1. Employees, upon request, have the right to inspect all contents of their complete personnel files 4 kept within the District, in the presence of an administrator or district representative. During 5 the review, employees shall be allowed to request copies of any materials therein and shall be 6 permitted to make a written inventory of any material there, and, on request, have such 7 inventory signed and dated by a district representative. 8 9 If copies are made, the employee shall pay ten ($0.10) cents per page to the District. 11 Employees shall be given a copy of all material added to the official personnel file at the time 12 such material is added to the file. Employees shall have the right to respond in writing to all 13 additions in the personnel file. Such employee responses shall be made a part of the file.
Section 3.5.1. It is acknowledged that Buyer, the Company and the Stockholder intend that the transfer of the Seller Shares by the Stockholder to Buyer pursuant to this Agreement qualify (i) as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of applicable state income tax law, and (ii) under Code Section 351 as part of a transfer by the Stockholder and other persons transferring property to Buyer who collectively will be in control (as defined in Section 368(c) of the Code) of Buyer following such transfers. The information set forth on Schedule 2.20(j) is accurate and may be used by Buyer for tax filing purposes.
Section 3.5.1. The Participant represents, covenants and warrants that, based upon the number of outstanding Shares of any particular Fund, it does not, and will not in the future, hold for the account of any single Beneficial Owner, or group of related Beneficial Owners, 80% or more of the currently outstanding Shares of such Fund.
