Common use of Tax Treatment of the Securities Clause in Contracts

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value of any Common Shares received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the Securities and adjustments thereto. A Holder of Securities may obtain the issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for such information to: Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Treasurer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreedagreed (in the absence of an administrative pronouncement or judicial ruling to the contrary), for United States federal income tax purposes, (a1) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat cash and the Fair Market Value fair market value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b2) to be bound by the Company’s application of the Contingent Debt Regulations, including the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Debt Regulations, with respect to the Securities and (c3) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue price, issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationLincare Holdings Inc., 000 Xxxx Xxxxxx Xxxxxx00000 XX 00 Xxxxx, Xxxxxxxxxx, XX 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX Xxxxxxx 00000, Attention: Treasurer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities Securities, each beneficial owner of Securities will be Holder and Beneficial Owner is deemed to have agreed, in the absence of an administrative determination or judicial ruling to the contrary, for all United States federal income tax purposes, : (a) to treat the Securities as indebtedness of the Company debt instruments subject to United States Treasury regulations section Regulations Section 1.1275-4 (the “Contingent Payment Debt Regulations”); (b) and, to treat cash and the fair market value of any Common Stock beneficially received by a Holder or Beneficial Owner upon conversion of such Security as a contingent payment for purposes of the Contingent Payment Debt Regulations, ; (c) to treat the Fair Market Value of any Common Shares received by a Holder upon any conversion of accrue interest with respect to the Securities as a contingent payment, original issue discount for United States federal income tax purposes according to the “noncontingent bond method” set forth in Treasury Regulations Section 1.1275-4(b); (bd) to be bound by the Company’s application of the Contingent Payment Debt Regulations to the Securities, including the Company’s determination of the “comparable yield” yield and “projected payment schedule,” within the meaning of , as defined in the Contingent Payment Debt Regulations, with respect to the Securities and Securities; and (ce) to use such “comparable yield” yield and “projected payment schedule” schedule in determining interest accruals with respect to the such Holder’s or Beneficial Owner’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue price, the amount of original issue discount, the issue date, the comparable yield (which will be treated as the yield to maturity, comparable yield maturity for United States federal income tax purposes) and the projected payment schedule for United States federal income tax purposes by submitting a written request for such information toto the Company at the following address: Convergys CorporationHercules Offshore, 000 Xxxx Xxxxxx XxxxxxInc., Xxxxxxxxxx0 Xxxxxxxx Xxxxx, XX Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: TreasurerInvestor Relations.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness Indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value fair market value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationXilinx, 000 Xxxx Xxxxxx XxxxxxInc., Xxxxxxxxxx0000 Xxxxx Xxxxx, Xxx Xxxx, XX 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Treasurer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each Holder or other beneficial owner of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and Securities, (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to such Holder’s or beneficial owner’s Securities and in determining adjustments thereto, (d) to treat the exchange of the Securities for the Existing Securities as a significant modification of the Existing Securities and adjustments thereto(e) to treat such exchange as a recapitalization. A Holder of Securities may obtain the issue date, issue price, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationAmerican Medical Systems Holdings, 000 Inc., 00000 Xxxx Xxxxxx XxxxxxXxxx Xxxx, Xxxxxxxxxx, XX 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX Xxxxxxxxx 00000, Attention: Treasurer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the amount of original issue discount, issue price, issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationWellPoint, Inc., 000 Xxxx Xxxxxx Xxxxxxxx Xxxxxx, XxxxxxxxxxXxxxxxxxxxxx, XX Xxxxxxx 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: TreasurerInvestor Relations.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreedagreed (in the absence of an administrative pronouncement or judicial ruling to the contrary), for United States federal income tax purposes, (a1) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat cash and the Fair Market Value fair market value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b2) to be bound by the Company’s application of the Contingent Debt Regulations, including the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Debt Regulations, with respect to the Securities and (c3) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue price, issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationOSI Pharmaceuticals, 000 Xxxx Xxxxxx XxxxxxInc., Xxxxxxxxxx40 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: TreasurerChief Financial Officer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value fair market value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue price, issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationVeriSign, Inc., 000 Xxxx Xxxxxx XxxxxxXxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, XxxxxxxxxxXxxxxxxx Xxxx, XX 00000, Attention: Treasurer, with a copy to VeriSign, Inc., 000 Xxxx Xxxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000, Attention: General Counsel.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value fair market value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue price, issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationMicrochip Technology Incorporated, 000 Xxxx Xxxxxx Xxxxxx0000 X. Xxxxxxxx Blvd., XxxxxxxxxxChandler, XX 00000AZ 85224, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: TreasurerChief Financial Officer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationAmerican Medical Systems Holdings, 000 Inc., 00000 Xxxx Xxxxxx XxxxxxXxxx Xxxx, Xxxxxxxxxx, XX Xxxxxxxxx 00000, Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: TreasurerChief Financial Officer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner of Securities Holder will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value fair market value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities pursuant to Section 8.02 as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest Interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue dateIssue Date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys CorporationNovellus Systems, 000 Xxxx Xxxxxx Inc., 0000 Xxxxx Xxxxx Xxxxxx, XxxxxxxxxxXxx Xxxx, XX 00000, . Attention: Corporate Secretary, with a copy to Convergys Corporation, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Treasurer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys Intel Corporation, 000 Xxxx Xxxxxx Xxxxxx2000 Xxxxxxx Xxxxxxx Xxxx., XxxxxxxxxxX/X XX0-000, Xxxxx Xxxxx, XX 00000-0000, Attention: Corporate Secretary, with a copy to Convergys Intel Corporation, 000 Xxxx Xxxxxx Xxxxxx2000 Xxxxxxx Xxxxxxx Xxxx., XxxxxxxxxxX/X XX0-00, Xxxxx Xxxxx, XX 00000-0000, Attention: Treasurer.

Tax Treatment of the Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each beneficial owner Holder of Securities will be deemed to have agreed, for United States federal income tax purposes, (a) to treat the Securities as indebtedness of the Company subject to United States Xxxxxx Xxxxxx Treasury regulations section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Debt Regulations, to treat the Fair Market Value of any Common Shares Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment, (b) 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 the Securities and (c) to use such “comparable yield” and “projected payment schedule” in determining interest accruals with respect to the such Holder’s Securities and in determining adjustments thereto. A Holder of Securities may obtain the issue date, yield to maturity, comparable yield and the projected payment schedule by submitting a written request for such information to: Convergys Intel Corporation, 000 Xxxx Xxxxxx Xxxxxx0000 Xxxxxxx Xxxxxxx Xxxx., XxxxxxxxxxX/X XX0-000, Xxxxx Xxxxx, XX 00000-0000, Attention: Corporate Secretary, with a copy to Convergys Intel Corporation, 000 Xxxx Xxxxxx Xxxxxx0000 Xxxxxxx Xxxxxxx Xxxx., XxxxxxxxxxX/X XX0-00, Xxxxx Xxxxx, XX 00000-0000, Attention: Treasurer.