Status of Dividends. The Company agrees to treat the Series A 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 that are paid out of current or accumulated earnings and profits, if any.
Appears in 3 contracts
Samples: Restructuring Agreement (Memc Electronic Materials Inc), Investment Agreement (On Semiconductor Corp), Restructuring Agreement (Memc Electronic Materials 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 2 contracts
Samples: Investment Agreement (Oxford Health Plans Inc), Investment Agreement (TPG Partners Ii Lp)
Status of Dividends. The Company agrees to treat the Series A Preferred Stock as equity for all Tax 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 the Series A Preferred Stock that are paid out of current or accumulated earnings and profits, if any.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Pricesmart Inc), Series a Preferred Stock and Warrant Purchase Agreement (Pricesmart Inc)
Status of Dividends. The Company agrees to treat the Series A 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 that are paid out of current or accumulated earnings and profits, if any.
Appears in 1 contract
Status of Dividends. The Company agrees to treat the Series A 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 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 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 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)
