Tax Treatment of Preferred Stock. The Company covenants and agrees that, unless required pursuant to a final determination (within the meaning of Section 1313 of the Code, (i) the Preferred Stock constitutes stock that participates in corporate growth to a significant extent within the meaning of Section 1.305-5(a) of the Treasury Regulations and therefore shall not be treated as preferred stock for purposes of Section 305 of the Code and the Treasury Regulations thereunder, and (ii) for U.S. federal and applicable state income and withholding tax purposes no dividends shall be treated as having been paid with respect to the Preferred Stock unless and until paid in cash with respect to the Preferred Stock. Each of the parties hereto shall file all tax returns and determine all taxes consistent with such treatment and shall not take any action that is inconsistent with such treatment unless otherwise required by a final determination (within the meaning of Section 1313(a) of the Code).
Tax Treatment of Preferred Stock. The Company agrees that the Series A Preferred Stock is stock which participates in corporate growth to a significant extent within the meaning of Treasury Regulation ss.1.305-5(a), and hence will not be treated as preferred stock for purposes of Internal Revenue Code ss.305 and the regulations thereunder. Accordingly, the Company has determined that there will not be constructive distributions under Treasury Regulation ss.1.305-5(b) with respect to the Series A Preferred Stock.
Tax Treatment of Preferred Stock. The Company covenants and agrees not to take any action inconsistent with the Series B Preferred Stock being considered common stock for U.S. Federal income tax purposes.
Tax Treatment of Preferred Stock. Genesis (i) intends that the Series H Preferred Stock and the Series I Preferred Stock will be treated as stock that is other than "preferred stock" within the meaning of Treasury regulation section 1.305-5(a) and (ii) shall prepare any and all returns, reports and other statements (including, in each case, any schedule or attachment thereto, or any amendment thereof) relating to United States federal income taxation in a manner consistent with such treatment.
Tax Treatment of Preferred Stock. The Company covenants and agrees not to take any action inconsistent with the Series A-1 Preferred Stock being considered common stock for U.S. Federal income tax purposes.
Tax Treatment of Preferred Stock. (a) The Purchasers and the Company agree not to treat the Shares as “preferred stock” within the meaning of Treasury Regulations Section 1.305-5 for United States income tax purposes, and therefore as not subject to Section 305 of the Code, and based upon the terms of the Shares as of the Closing Date, the Company shall report dividend income for federal, and any applicable state and local, income tax purposes to the Purchasers solely to the extent that cash dividends are paid on the Shares. Neither the Company nor the Purchasers shall take any position contrary to the foregoing on any tax return. Notwithstanding the foregoing, neither the Purchasers nor the Company shall be required to take any action pursuant to this Section 5.15(a) if doing so would be reasonably likely, based upon advice of the Company’s tax advisers, to be unfounded, unlawful or potentially subject the Purchasers or the Company to a material penalty.
Tax Treatment of Preferred Stock. The Company shall not treat any accruing dividends as giving rise to any redemption premium.
Tax Treatment of Preferred Stock. The Company and Investors agree (i) to treat the Preferred Stock as stock that is not “preferred stock” within the meaning of Section 305 of Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder, and (ii) not to report the accrual of dividends on such Preferred Stock as income for U.S federal income tax purposes unless and until such dividends are declared and paid. The Company and Investors agree to take no positions or actions inconsistent with such treatment (including on any IRS Form 1099), unless otherwise required by applicable law.
Tax Treatment of Preferred Stock. The Purchaser and the Company agree not to treat the Preferred Stock as "preferred stock" within the meaning of Treasury Regulation Section 1.305-5 for United States income tax purposes, and to take no position contrary thereto on any Tax Return. The Purchaser and the Company further agree (i) to report no "distribution" under Section 305(b)(2) of the Code to the holders of the Preferred Stock attributable to the declaration and payment of any taxable dividend to holders of Common Stock during any taxable period in which the Company satisfies the Participation Condition (as defined in the Charter Amendment); and (ii) to report no "distribution" under Section 305(b)(2) of the Code to the holders of the Preferred Stock during any other taxable period in excess of the Ordinary Dividend (as defined in the Charter Amendment) per share of Preferred Stock for United States federal income tax purposes and to take no position contrary thereto on any Tax Return. Notwithstanding the foregoing, neither the Purchaser nor the Company shall be required to take any action pursuant to this Section 5.12 if doing so would be reasonably likely, based upon advice of the Company's tax advisers, to be unfounded, unlawful or potentially subject the Purchaser or the Company to a material penalty.
