Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Corporation shall be entitled to make such downward adjustments in the Conversion Amount, in addition to those required by this SECTION 5, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or share split will not be taxable to the holders of Class A Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDC Partners Inc), Securities Purchase Agreement (MDC Partners Inc)
Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Corporation Company shall be entitled to make such downward adjustments in the Conversion AmountPrice, in addition to those required by this SECTION 5, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or share stock split will not be taxable to the holders of Class A SharesCommon Stock.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Power One Inc), Registration Rights Agreement (Power One Inc)
Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Corporation shall be entitled to make such downward adjustments in the Conversion AmountPrice, in addition to those required by this SECTION 5, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or share split will not be taxable to the holders of Class A Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDC Partners Inc), Securities Purchase Agreement (MDC Partners Inc)
Tax Adjustment. Anything in this SECTION 5 6 notwithstanding, the Corporation shall be entitled to make such downward adjustments in the Conversion AmountPrice, in addition to those required by this SECTION 56, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or share split will not be taxable to the holders of Class A Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDC Partners Inc), Letter Agreement (MDC Partners Inc)
Tax Adjustment. Anything in this SECTION 5 notwithstanding, the Corporation Company shall be entitled to make such downward adjustments in the Conversion AmountPrice, in addition to those required by this SECTION 5, as the Board of Directors in its sole discretion shall determine to be advisable in order that any event treated for U.S. federal income tax purposes as a dividend or share stock split will not be taxable to the holders of Class A SharesCommon Stock (or Reference Property, to the extent applicable).
Appears in 1 contract
Samples: Preferred Stock Rights Agreement (Elevation Partners, L.P.)
