United States Tax Matters. (i) None of the Group Companies will take any action inconsistent with its treatment of the Company as a corporation for US federal income tax purposes or elect to be treated as an entity other than a corporation for US federal income tax purposes.
United States Tax Matters. (a) The Company will not take, and the Shareholders shall not cause the Company to take, any action inconsistent with the treatment of the Company as a corporation for U.S. federal income Tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income Tax purposes.
United States Tax Matters. (a) The Company shall determine annually, within forty-five (45) days from the end of each taxable year, with respect to such taxable year (i) whether the Company is “controlled foreign corporation” (“CFC”) as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”) or a passive foreign investment company (“PFIC”) as described in Section 1197 of the Code (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (ii) to provide such information reasonably available to the company as any U.S. Holder may request to permit such U.S. Holder to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1195 of the U.S. Internal Revenue Code of 1986, as amended) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also obtain and provide reasonably promptly upon request any and all other information deemed necessary by the U.S. Holder to comply with the provisions of this Section 8.5(a).
United States Tax Matters. (a) The Company will not take any action inconsistent with the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes unless agreed upon by Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis) and GS. Upon request by Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis) or GS that the Company or one or more of its Subsidiaries should elect to be classified as partnerships or disregarded entities for United States federal income tax purposes (the “Partnership Election”) and subject to the unanimous consent of the other shareholders that are U.S. Persons (as defined below), the Company shall make, or shall cause to be made, the Partnership Election by filing, or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form) provided that such election is in compliance with all applicable laws effective the day before Closing, and the Company shall not permit the Partnership Election to be terminated or revoked without the written approval from Xxxxxxxx (so long as no Xxxxxxxx Default has occurred and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis), GS and other shareholders that are U.S. Persons.
United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code and this Agreement is intended to be a "plan of reorganization" within the meaning of the Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code. Provided that the Arrangement meets the requirements of a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code, each Party hereto agrees to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code for all United States federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the United States Treasury Regulations promulgated under Section 368 of the United States Internal Revenue Code, and to not take any position on any United States Tax Return or otherwise take any tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Notwithstanding the foregoing, First Majestic and Silvermex make no representation, warranty or covenant to any other party or to any Silvermex Securityholder regarding the United States tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code or as a tax deferred transaction for purposes of any United States state or local income tax Law.
United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code (a “Reorganization”) and this Agreement is intended to be a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the U.S. Internal Revenue Code. Provided that the Arrangement qualifies as a Reorganization, each of the Parties agrees to treat the Arrangement as a Reorganization for all U.S. federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the U.S. Internal Revenue Code, and to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Except as otherwise provided in this Agreement and the Plan of Arrangement, each of the Parties agrees to act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code for all U.S. federal income tax purposes. Notwithstanding the foregoing, none of enCore or Azarga makes any representation, warranty or covenant to any other party or to any Azarga Shareholder, holder of enCore Shares or other holder of Azarga securities or enCore securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a Reorganization or as a tax-deferred transaction for purposes of any United States state or local income tax law.
United States Tax Matters. The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”) and this Agreement is intended to be a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the Code. Provided that the Arrangement qualifies as a Reorganization, each of the Parties agrees to treat the Arrangement as a Reorganization for all U.S. federal income tax purposes, and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the treasury regulations promulgated under Section 368 of the Code, and to not take any position on any Tax Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable law. Except as otherwise provided in this Agreement and the Plan of Arrangement, each of the Parties agrees to use its commercially reasonable efforts in order for the Arrangement to be treated as a reorganization within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes. Notwithstanding the foregoing, neither GameSquare nor Engine Gaming makes any representation, warranty or covenant to any other party or to any GameSquare Securityholder or Engine Gaming Securityholder (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a Reorganization or as a tax-deferred transaction for purposes of any United States state or local income tax law.
United States Tax Matters. (a) Before the closing of the Qualified IPO, the Company shall determine annually, within forty-five (45) days from the end of each taxable year, with respect to such taxable year (i) whether the Company is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (ii) to provide such information reasonably available to the company as any U.S. Investor may request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. Company shall also, reasonably promptly upon request, obtain and provide any and all other information deemed necessary by the U.S. Investor to comply with the provisions of this Section 8.5(a).
United States Tax Matters. The Amalgamation is intended to be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, and this Plan of Arrangement and Arrangement Agreement will constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code for United States federal income Tax purposes. Prior to and at the Effective Time of the Amalgamation, Acquisition Co will be treated as a “disregarded entity” of iAnthus under United States Treasury Regulation Section 301.7701- 3(b)(2)(i)(C) for U.S. federal income tax purposes. iAnthus will make any election that may be necessary to treat Acquisition Co as a disregarded entity. Immediately following the Amalgamation, iAnthus will own all of the outstanding equity of Amalco and Amalco will be treated as a “disregarded entity” under United States Treasury Regulation Section 301.7701-3(b)(2)(i)(C) for U.S. federal income tax purposes. iAnthus will make any election that may be necessary to treat Amalco as a disregarded entity. iAnthus represents that it has no current plan or intention to make or cause to be made, an election to change Amalco’s classification as a disregarded entity and has no current plan or intention to cause or permit Amalco to issue additional shares of its equity that would result in iAnthus owning less than 100 percent of the outstanding equity of the Amalco.
United States Tax Matters. (a) The Company and the shareholders of the Company shall not, without the written consent of each Preferred Holder, issue or transfer shares in the Company or any other Group Company to any investor if following such issuance or transfer the Company or any other Group Company, in the written opinion of counsel or accountants for any of the Preferred Holders delivered to the Company, would be a “Controlled Foreign Corporation” (a “CFC”) as defined in the United States Internal Code of 1986, as amended (the “Code”) with respect to the shares held by any Preferred Holder. No later than two (2) months following the end of each Company taxable year, the Company shall provide the following information to the Preferred Holders: (i) the Company and other Group Company’s register of members as of the end of the last day of such taxable year and (ii) a report regarding the Company or other Group Company’s status as a CFC. In addition, the Company shall provide the Preferred Holders with access to such other Group Company information as may be required by such Preferred Holders to determine the Company or other Group Company’s status as a CFC, to determine whether each such Preferred Holder is required to report its pro rata portion of the Company or other Group Company’s “Subpart F income” (as defined in the Code) on its United States federal income tax return, or to allow such Preferred Holder to otherwise comply with applicable United States federal income tax laws. In the event that the Company or any other Group Company is determined by counsel or accountants for any of the Preferred Holders to be a CFC as defined in the Code (or any successor thereto) with respect to the shares held by such Preferred Holder, the Company agrees to use commercially reasonable efforts to avoid generating for any taxable year in which the Company or any other Group Company is a CFC, “Subpart F income” as such term is defined in Section 952 of the Code.
