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.
Appears in 4 contracts
Samples: Investment Agreement (Magellan Health Services Inc), Investment Agreement (Magellan Health Services Inc), Investment Agreement (TPG Advisors Ii Inc)
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.
Appears in 3 contracts
Samples: Restructuring Agreement (Memc Electronic Materials Inc), Restructuring Agreement (Memc Electronic Materials Inc), Investment Agreement (On Semiconductor Corp)
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.
Appears in 2 contracts
Samples: Investment Agreement (TPG Partners Ii Lp), Investment Agreement (Oxford Health Plans Inc)
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 positionpurposes. 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Convergent Communications Inc /Co)
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 positionpurposes. 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (TPG Advisors Iii Inc)
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 receives the written opinion of a nationally recognized law firm reasonably acceptable to the Investor stating 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.. Section 6.4
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