Section 382. An "ownership change" as defined by Section 382 of the Code has not occurred with respect to Company since December 31, 2021.
Section 382. Prior to January 1, 2011, without the prior written consent of the Company, which consent will not be unreasonably withheld, no Purchaser shall take any action, including the exercise of any right granted under Section 4.20 of this Agreement or purchase of additional shares of the Company’s Common Stock from and after the Closing Date, if to its knowledge taking such actions would increase such Purchaser’s economic interest in excess of the greater of (i) 4.9%, or (ii) the economic interest such Purchaser held in the Company immediately following the Closing. If the Company withholds its consent, it shall provide the Purchaser with its analysis of the actions proposed to be taken by the Purchaser and the application of the provisions of Section 382 of the Code thereto.
Section 382. Notwithstanding the provisions of Section 5.12 of this Agreement, the Purchaser shall not take any action, including the exercise of any right granted under Section 5.12 of this Agreement, if the Corporation determines that the exercise of such right would trigger an ownership change of the Corporation under Section 382(g) of the Internal Revenue Code of 1986, as amended. The Corporation shall provide within seven (7) days to the Purchaser its written analysis reflecting the Section 382 effects of the proposed transfer.
Section 382. 27 Safety and compliance training will be required of all employees on dates and times designated 28 by the District. Compensated time will be scheduled for employees to complete District 29 required safety and compliance training.
Section 382. No claim will be made or enforced by the Company that the Holder is an “Acquiring Person” under that certain Tax Benefits Preservation Plan, dated as of July 6, 2023, by and between the Company and American Stock Transfer & Trust Company, LLC, upon exercise of this Warrant.
Section 382. Upon request of Investor at any time while the Promissory Note is outstanding, Company shall use commercially reasonable efforts to obtain, at Company’s expense, an opinion from its tax advisers that the transactions contemplated under this Agreement do not constitute an “ownership change” within the meaning of 26 U.S. Code § 382. The Company has made reasonably diligent efforts to determine that no “ownership change” has taken place prior to the date of this Agreement.
Section 382. At or prior to the Closing, the Company will have received a letter from an independent accounting firm stating that (i) the issuance of the Common Stock pursuant to the transactions contemplated by the Standby Purchase Agreement should not cause the Company to undergo an “ownership change” for purposes of Section 382 of the Code, (ii) there should be no adverse tax or accounting consequences of the issuance of the Common Stock pursuant to the transactions contemplated by the Standby Purchase Agreement, and (iii) the structure of the transaction should preserve the Company’s deferred tax asset (subject to any valuation allowance).
Section 382. An “ownership change” as defined by Section 382 of the Code has not occurred with respect to the Company.
Section 382. Within thirty (30) days of the date hereof, the Company will deliver to Parent an analysis pursuant to Section 382 of the Code (the “Section 382 Analysis”) with respect to the net operating losses, as of April 30, 2019, of the consolidated federal income Tax return group of which the Company is the common parent prepared by KPMG, for Parent’s review and comment. During the thirty (30) days immediately following Parent’s receipt of the Company’s Section 382 Analysis (the “Section 382 Review Period), Parent and its representatives shall be permitted to review the Company’s working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Section 382 Analysis (with respect to the working papers of the Company’s independent accounts, after signing a customary confidentiality and hold harmless agreement relating to such access to the working papers of such independent accounts, in form and substance reasonably acceptable to such independent accountants), as well as the relevant books and records of the Xxxxxxxx Companies, and the Company shall (and shall cause its representatives to) assist Parent and its representatives in their review of the Section 382 Analysis and reasonably cooperate with respect thereto. Parent shall notify the Company in writing (the “Notice of Section 382 Disagreement”) prior to the expiration of the Section 382 Review Period if Parent disagrees with any portion of the Section 382 Analysis. The Notice of Section 382 Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved, and Parent’s proposed adjustments to the Section 382 Analysis with reasonably detailed supporting documentation. If no Notice of Section 382 Disagreement is received by the Company on or prior to the expiration date of the Section 382 Review Period, then the Section 382 Analysis shall be deemed to have been accepted by Parent. During the thirty (30) days immediately following the delivery of a Notice of Section 382 Disagreement (the “Section 382 Resolution Period”), Parent and the Company shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Section 382 Disagreement. The Closing NOL Balance shall be calculated in a manner consistent with, and shall reflect, any items agreed to by the Company and Parent in writing pursuant to this Section 9.5, together with any items not disputed or objected to ...
Section 382. The information provided by the Company pursuant to Section 7.2(j) is, and will be, complete and correct in all respects.
