Valuation of Common Stock. The Purchaser understands that the ------------------------- Stock has been valued by the board of directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth; the Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the common stock on the date of purchase is substantially greater than so determined. If the Internal Revenue Service were to succeed in a tax determination that the Stock received had value greater than that upon which the transaction was based, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by the Purchaser, and there is no provision for the Company to reimburse him for that tax liability, and the Purchaser assumes all responsibility for such potential tax liability. In the event such additional value would represent more than 25 percent of the Purchaser's gross income for the year in which the value of the shares were taxable, the Internal Revenue Service would have six years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess the Purchaser the additional tax and interest which would then be due.
Valuation of Common Stock. (i) Purchaser understands that the Stock has been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth. Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock on the date of purchase is substantially greater than so determined.
(ii) If the Internal Revenue Service were to succeed in a tax determination that the Stock had a value greater than that upon which this transaction is based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There is no provision for the Company to reimburse Purchaser for that tax liability, and Purchaser assumes all responsibility therefor. Furthermore, in the event such additional value represents more than twenty-five percent (25%) of Purchaser's gross income for the year in which the value of the shares would be taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due.
(iii) The Company would have the benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such time, would create net operating loss carry-forwards arising from operations in that year.
Valuation of Common Stock. The parties agree that, for purposes of paying the Settlement Amount, each share of the Company’s Common Stock shall be valued at $0.05 per share (the “Per Share Value”). The parties determined the Per Share Value through negotiation and, as such, the parties recognize, acknowledge and agree that the Per Share Value may not be indicative of the true value of a share of the Company’s Common Stock.
Valuation of Common Stock. The Recipient understands that the Company has valued the Shares at $0.12 cents per Share as of the Grant Date, which equals the fair market value of one share of Common Stock as determined by the Company in a manner consistent with Code Section 409A.
Valuation of Common Stock. Purchaser understands that the Stock has been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth. Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock on the date of purchase is substantially greater than so determined. If the Internal Revenue Service were to succeed in a tax determination that the Stock had a value greater than that upon which this transaction is based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There is no provision for the Company to reimburse Purchaser for that tax liability, and Purchaser assumes all responsibility therefor.
Valuation of Common Stock. Each Purchaser understands that the Stock has been valued by the board of directors of the Corporation and that the Corporation believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth; each Purchaser understands, however, that the Corporation can give no assurances that such price is in fact the fair market value of the Stock and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Common Stock on the date of purchase is greater than so determined.
Valuation of Common Stock. The common stock of Employer deliverable to Employee pursuant to Section Four shall be valued at $1.00 per share if there was no public market in such common stock during the period for which such stock represents payment.
Valuation of Common Stock. Optionee understands that the Board of Directors of the Company has, in good faith, attempted to set the option exercise price for the Option Shares at the fair market value of the Option Shares as of the date of the grant of the Option. Optionee understands, however, that the Company can give no assurances that such option exercise price is in fact the fair market value of the Option Shares as of the date of the grant of the Option (or as of any other date) and that it is possible that, with the benefit of hindsight, the Internal Revenue Service could successfully assert that the fair market value of the Option Shares on the date of the grant of the Option is in excess of the option exercise price. Such a determination could have adverse income tax consequence on Optionee consisting of, among other things:
(a) The loss of the benefits of treatment as “incentive stock options” under Section 422 of the Code.
(b) Upon exercise of the Option, the treatment of the difference between the fair market value of the Option Shares as of the date of exercise over the option exercise price as ordinary income of Optionee, resulting in the imposition of additional income taxes.
(c) The additional taxes (and interest) due would be payable by Optionee, and there is no provision for the Company to reimburse Optionee for that tax liability, and Optionee assumes all responsibility for such potential tax liability.
Valuation of Common Stock. The Company and Holder agree that, notwithstanding anything in the Note to the contrary, for the purpose of paying the Balance, each share of the Company’s Common Stock shall be valued at $0.10 per share (the “Per Share Value”). The Company and Holder determined the Per Share Value through negotiation and, as such, the parties recognize, acknowledge and agree that the Per Share Value may not be indicative of the true value of a share of the Company’s Common Stock.
Valuation of Common Stock. The Employee understands that the ------------------------- Shares have been valued by the Board of Directors of the Company in connection with the Plan based on the best information available to the Board at the time of grant. The Employee also understands that the Company can give no assurances regarding the fair market value of the Shares and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the fair market value of the Shares on the date of purchase or the date the option was granted is greater than may be determined by the Employee or the Company. Any additional taxes (and interest) resulting from such determination would be payable by the Employee. There is no provision for the Company to reimburse Employee for that tax liability, and the Employee assumes all responsibility for such potential tax liability.
