Common use of Status of Dividends Clause in Contracts

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. 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 the Noteholders, operate to jeopardize the availability to any Noteholder of the dividends received deduction provided by Section 243(a)(l243(a)(1) 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 Company's Certificate of Incorporation take any action which would result in the 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. 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 2002 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 Company report to stockholders, or to any governmental body having jurisdiction over the Company or otherwise treat the December 2001 2002 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 the application of GAAP required as a result of an action by an authoritative accounting standards-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 2002 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. 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 Convertible 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 Noteholdersthe Required Holders, operate to jeopardize the availability to any Noteholder Purchaser of the dividends received deduction provided by Section 243(a)(l243(a)(1) of the IRC, or any successor provision or any similar or corresponding provision under state or local law (collectively, the "DIVIDENDS DEDUCTION LAWSDividends Deduction Laws"), (ii) in any report to stockholders, or to any governmental body having jurisdiction over the Company or otherwise treat the December 2001 Convertible 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 Company's Certificate of Incorporation take any action which would result in the dividends paid by the Company on the December 2001 Convertible 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.