Tax Treatment of Debentures Sample Clauses

Tax Treatment of Debentures. The Company agrees, and by acceptance of beneficial ownership interest in the Debentures each beneficial holder of Debentures will be deemed to have agreed, unless otherwise required by the Internal Revenue Service, for United States federal income tax purposes (1) to treat the Debentures as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and, for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Debentures as a contingent payment and (2) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Payment Regulations, with respect to the Debentures. A Holder of Debentures may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for it to the Company at the address specified in accordance with Section 14.2.
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Tax Treatment of Debentures. The Company and the Holders and any beneficial holder of a Debenture, by purchasing the Debentures, agree that (i) the Debentures are contingent payment debt instruments as defined in Treasury Regulations Section 1.1275-4(b), (ii) each Holder and any beneficial holder of a Debenture shall be bound by the Company's application of the Treasury Regulations to the Debentures, including the Company's determination that the rate at which interest will be deemed to accrue on the Debentures for United States federal income tax purposes will be 9.40% compounded semi-annually, which is the rate comparable to the rate at which the Company would borrow on a noncontingent, nonconvertible basis with terms and conditions otherwise comparable to the Debentures, (iii) each Holder and any beneficial holder of a Debenture shall use the projected payment schedule with respect to the Debentures determined by the Company, as required by Treasury Regulations Section 1.1275-4(b)(4)(iv), to determine its interest accruals and adjustments as provided in Treasury Regulations Section 1.1275-4(b), and (iv) the Company and each Holder and any beneficial holder of a Debenture will not take any position on a tax return inconsistent with (i), (ii), or (iii), unless required by applicable law. A Holder of Debentures may obtain the issue price, amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Debentures by submitting a written request for such information to the Company at the following address: Grey Global Group Inc., 777 Third Avenue, New York, New York 10017; Attention: Corporate Secrxxxxx.
Sample 1
Tax Treatment of Debentures. The Company shall treat each series of the Debentures as indebtedness for all federal and state tax purposes, and shall take or cause to be taken any and all actions necessary to maintain the characterization of the Debentures as indebtedness.
Sample 1
Tax Treatment of Debentures. The Company and the Trustee, on behalf of the Holders, agree that (i) the Debentures are contingent payment debt instruments within the meaning of Treasury Regulation Section1.1275-4, (ii) each Holder shall be bound by the Company's application of the Treasury regulations to the Debentures, including the Company's determination of the comparable yield within the meaning of Treasury Regulation Section1.1275-4(b)(4), (iii) each Holder shall use the projected payment schedule with respect to the Debentures provided by the Company to the Holder, as provided in Treasury Regulation Section1.1275-4(b)(4), to determine its interest accruals and adjustments as provided in Treasury Regulation Section1.1275-4(b)(4)(iv), and (iv) the Company and each Holder will not take any position on a tax return inconsistent with (i), (ii) or (iii), unless required by applicable law.
Sample 1
Tax Treatment of Debentures. The Company agrees, and by acceptance of a beneficial ownership interest in the Debentures each beneficial holder of Debentures agrees, for United States federal income tax purposes, (i) to treat each Debenture and the corresponding Warrant in which such holder has a beneficial interest as a single unitary instrument, (ii) to treat such unitary instrument as indebtedness of the Company, (iii) to treat such indebtedness as subject to Section 1.1275-4(b) of the Treasury Regulations (the "Contingent Debt Regulations"), (iv) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule," within the meaning of the Contingent Debt Regulations, with respect to such holder's Debentures and corresponding Warrants, and (v) to use such "comparable yield" and "projected payment schedule" in determining its interest accruals with respect to such holder's Debentures and corresponding Warrants and in determining adjustments thereto. For purposes of the foregoing, the Company's determination of the "comparable yield" is 7.410% per annum, compounded quarterly. The projected payment schedule, determined by the Company, is attached hereto as Exhibit B. A Holder of Debentures may obtain the Issue Date, yield to maturity, comparable yield and a copy of the projected payment schedule attached hereto as Exhibit B for the Debentures by telephoning the Company's Investor Relations Department at (000) 000-0000 or submitting a written request for such information to Investor Relations Department, Sovereign Bank, Mail Code 11-900-IR5, X.X. Xxx 00000, Xxxxxxx, XX 00000, Attn: Xxxx X. XxXxxxxx.
Sample 1
Tax Treatment of Debentures. The Company agrees, and by purchasing a beneficial ownership interest in the Debentures each Holder, and any Person (including an entity) that acquires a direct or indirect beneficial interest in the Debentures (including holders of Trust PIERS), will be deemed to have agreed (i) for United States federal income tax purposes, (A) to treat the Debentures as indebtedness of the Company and (B) to treat the Debentures as indebtedness of the Company that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”), (ii) for United States federal income tax purposes, to treat the Trust PIERS as evidence of ownership of an undivided interest in the Debentures, (iii) for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Debentures as a contingent payment, (iv) to be bound by the Company’s determination that the Debentures are contingent payment debt instruments subject to the “noncontingent bond method” of accruing original issue discount within the meaning of the Contingent Payment Regulations with respect to the Debentures, (v) to accrue original issue discount at the comparable yield as determined by the Company and (vi) to be bound by the Company’s projected payment schedule with respect to the Debentures. The parties hereto acknowledge that, the comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination of interest accruals and adjustment thereof in respect of the Debentures for United States federal income tax purposes; and that the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the future stock price or the amounts payable on the Debentures. For purposes of the foregoing, the Company’s determination of the “comparable yield” is 8.01% per annum, compounded quarterly. A Holder of Debentures may obtain the amount of original issue discount, issue date, comparable yield and projected payment schedule by submitting a written request to: Omnicare, Inc., 000 Xxxx XxxxxXxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Financial Officer.
Sample 1
Tax Treatment of Debentures. The Company hereby characterizes the Debentures as equity, rather than indebtedness, for income tax purposes in accordance with Section 385(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and each Purchaser shall be bound by such treatment unless such Purchaser complies with the provisions of Section 385(c)(2) of the Code (regarding inconsistent treatment).
Sample 1
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Related to Tax Treatment of Debentures

  • Execution of Debentures The Debentures shall be signed in the name and on behalf of the Company by the manual or facsimile signature of its Chairman of the Board of Directors, Chief Executive Officer, Vice Chairman, President, one of its Managing Directors or one of its Executive Vice Presidents, Senior Vice Presidents or Vice Presidents. Only such Debentures as shall bear thereon a certificate of authentication substantially in the form herein before recited, executed by the Trustee or the Authenticating Agent by the manual signature of an authorized signer, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee or the Authenticating Agent upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. In case any officer of the Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been authenticated and delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was not such an officer. Every Debenture shall be dated the date of its authentication.

  • Conversion of Debentures Section 16.01.

  • Form of Debentures Except in respect of the Initial Debentures, the form of which is provided for herein, the Debentures of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established herein or by or pursuant to one or more resolutions of the Board of Directors (or to the extent established pursuant to, rather than set forth in, a resolution of the Board of Directors, in an Officers’ Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform to general usage, all as may be determined by the directors or officers of the Corporation executing such Debentures on behalf of the Corporation, as conclusively evidenced by their execution of such Debentures.

  • Subordination of Debentures 49 13.1 Agreement to Subordinate......................................49 13.2 Default on Senior Debt, Subordinated Debt or Additional Senior Obligations..............................49 13.3

  • Redemption of Debentures 17 Section 3.1 Redemption................................................17 Section 3.2 Special Event Redemption..................................17 Section 3.3 Optional Redemption by Company............................17 Section 3.4

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

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