Tax Consistency. The Company and the Investors confirm that the Series A Preferred Shares are intended to be "common stock" for purposes of the Code and agree not to take voluntarily any action inconsistent with such intention.
Tax Consistency. Except as Buyer and Seller Representative may otherwise agree or as may be required otherwise pursuant to a final determination within the meaning of Section 1313(a) of the Code or a corresponding provision of Tax Law, Buyer and Sellers shall take no position on any Tax Return, in any refund claim, in any litigation or proceeding, or otherwise, inconsistent with this ARTICLE VII, and no party shall agree to any proposed adjustment to the Allocation by any Governmental Authority without first giving the others prior written notice.
Tax Consistency. The Issuer and Purchaser acknowledge that the Securities are intended to be treated as "common stock" for Tax purposes, and the Issuer agrees not to take any action inconsistent with such intention.
Tax Consistency. The parties shall treat the grant of the License in exchange for Licensee's capital stock as an exchange of property governed by Section 351 of the Code (and related provisions). No party shall take a position inconsistent with the foregoing on any tax return or in any tax examination, tax administrative proceeding or tax litigation.
Tax Consistency. 19 ARTICLE 8
Tax Consistency. The Company shall treat the Series B-1 Preferred Shares, the Series B-2 Preferred Shares, the Series C-1 Preferred Shares and the Series C-2 Preferred Shares as stock that participates in the corporate growth of the Company to a significant extent within the meaning of Treasury Regulation ss. 1.305-5(a), and not as "preferred stock" for purposes of the Section 305 of the Code and the Treasury Regulations promulgated thereunder, unless otherwise required pursuant to a final determination or a change in applicable statutes or regulations.
Tax Consistency. The Issuer will not treat the Series D Shares as "preferred stock" for Tax purposes, unless otherwise required pursuant to a final determination or a change in Applicable Law.
Tax Consistency. The Issuer will not treat the Series B Shares as "preferred stock" for Tax purposes, unless otherwise required pursuant to a final determination or a change in Applicable Law.
Tax Consistency. Each Purchaser, severally as to itself and no other Purchaser, and the Company each confirms that the Series D Preferred Stock is intended to be "common stock" for purposes of Section 305 of the Code and the Company agrees not to take any actions inconsistent with such intention and to file all documents required to be filed by it with any Taxing Authority in a manner consistent with the foregoing intention, unless otherwise required by a final determination of the issue, as defined in Section 1313 of the Code.
Tax Consistency. The Issuer acknowledges that the Purchasers intend for the Series A Preferred Stock to be treated as "common stock" for Tax purposes, and the Issuer agrees not to take any voluntary action inconsistent with such intention.
