Status of Dividends. The Company covenants and agrees that (i) no Federal income tax return or claim for refund of Federal income tax or other submission to the Internal Revenue Service will adversely affect the Preferred Shares, any other series of its Preferred Stock, or the Common Stock, and any deduction shall not operate to jeopardize the availability to Purchasers of the dividends received deduction provided by Section 243(a)(1) of the Code or any successor provision, (ii) in no report to shareholders or to any governmental body having jurisdiction over the Company or otherwise will it treat the Preferred Shares other than as equity capital or the dividends paid thereon other than as dividends paid on equity capital unless required to do so by a governmental body having jurisdiction over the accounts of the Company or by a change in generally accepted accounting principles required as a result of action by an authoritative accounting standards setting body, and (iii) other than pursuant to this Agreement or the Certificate of Designation, it will take no action which would result in the dividends paid by the Company on the Preferred Shares out of the Company's current or accumulated earnings and profits being ineligible for the dividends received deduction provided by Section 243(a)(1) of the Code. The preceding sentence shall not be deemed to prevent the Company from designating the Preferred Stock as "Convertible Preferred Stock" in its annual and quarterly financial statements in accordance with its prior practice concerning other series of preferred stock of the Company. Notwithstanding the foregoing, the Company shall not be required to restate or modify its tax returns for periods prior to the Closing Date. In the event that the Purchasers have reasonable cause to believe that dividends paid by the Company on the Preferred Shares out of the Company's current or accumulated earnings and profits will not be treated as eligible for the dividends received deduction provided by Section 243(a)(1) of the Code, or any successor provision, the Company will, at the reasonable request of the Purchasers of 51% of the outstanding Preferred Shares, join with the Purchasers in the submission to the Service of a request for a ruling that dividends paid on the Shares will be so eligible for Federal income tax purposes, at the Purchasers expense. In addition, the Company will reasonably cooperate with the Purchasers (at Purchasers' expense) in any litigation, appeal or other proceed...
Status of Dividends. The Company agrees to treat the Series A Preferred Stock and Series B Preferred Stock as equity for all Tax purposes unless the Company determines that there is no reasonable basis for such position. The Company shall take no action (other than as required by Law) that would jeopardize the availability of the dividends received deduction under Section 243(a)(1) of the Code for the distributions on the Series A Preferred Stock and Series B Preferred Stock that are paid out of current or accumulated earnings and profits, if any.
Status of Dividends. The Company will not (i) in any income tax return or claim for refund of income tax or other submission to the IRS or other taxing authority claim a deduction in respect of amounts paid or payable under the December 2001 Preferred Stock, whether as interest or pursuant to any other statutory provisions or regulation now in effect or hereafter enacted or adopted, except to the extent that any such deduction shall not, in the opinion of counsel satisfactory to Noteholders, operate to jeopardize the availability to any Noteholder of the dividends received deduction provided by Section 243(a)(l) of the IRC, or any successor provision or any similar or corresponding provision under state or local law (collectively, the "DIVIDENDS DEDUCTION LAWS"), (ii) in any report to stockholders, or to any governmental body having jurisdiction over the Company or otherwise treat the December 2001 Preferred Stock other than as equity capital or the dividends paid thereon other than as dividends paid on equity capital unless required to do so by a governmental body having jurisdiction over the accounts of the Company or by a change in GAAP required as a result of action by an authoritative accounting standards-setting body, and (iii) except to the extent permitted in clause (i) above and other than as expressly permitted by this Agreement or the Amended and Restated Certificate of Incorporation take any action which would result in dividends paid by the Company on the December 2001 Preferred Stock out of the Company's current or accumulated earnings and profits being ineligible for the dividends received deduction provided by any Dividends Deduction Laws.
Status of Dividends. 16 Section 3.11
Status of Dividends. The Company agrees to treat the Series A Preferred as equity for all tax purposes unless the Company determines that there is no reasonable basis for such position. The Company shall take no action (other than as required by Law) that would jeopardize the availability of the dividends received deduction under Section 243(a)(1) of the Internal Revenue Code of 1986, as amended, for the distributions on Series A Preferred that are paid out of current or accumulated earnings and profits, if any.
Status of Dividends. 46 Section 8.08. Director and Officer Indemnification........................................................46 Section 8.09. Listing; Reservation........................................................................46 Section 8.10. Legend......................................................................................47 Section 8.11. Limitation on Restrictions on Payment of Dividends..........................................47 Section 8.12. Chief Executive Officer.....................................................................48 Section 8.13. Shareholder Approvals.......................................................................48 Section 8.14. Organic Change..............................................................................49 Section 8.15. No Adjustments; Maintenance of Shelf........................................................49 ARTICLE IX
Status of Dividends. 26 Section 6.4 Director and Officer Indemnification . . . 26 Section 6.5 Listing; Reservation . . . . . . . . . . . 27 Section 6.6 Legend . . . . . . . . . . . . . . . . . . 27 Section 6.7
Status of Dividends. 17 Section 3.11 Regulation S..........................................................................18 Section 3.12 Right of First Refusal; Future Financings.............................................18 Section 3.13 Reservation of Shares.................................................................19 Section 3.14
Status of Dividends. 14 Section 3.10 Use of Proceeds...................................................................... 14 Section 3.11 Reservation of Shares Transfer Agent Instructions.................................... 14 Section 3.12
Status of Dividends. 21 Section 3.15 Lock-up..................................................................21 Section 3.16 Transfer Agent Instructions..............................................22 ARTICLE IV Conditions......................................................................22 Section 4.1 Conditions Precedent to the Obligation of the Company to Close and to Sell the Shares and Warrants................................22 Section 4.2 Conditions Precedent to the Obligation of the Purchasers to Close and to Purchase the Shares and Warrants............................23
