Common use of Valuation of Common Stock Clause in Contracts

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.

Appears in 5 contracts

Samples: Patent License Agreement (Nanosys Inc), Patent License Agreement (Nanosys Inc), Patent License Agreement (Nanosys Inc)

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Valuation of Common Stock. The Purchaser understands that the Stock has been valued by the Company's Board board of Directors directors of the Corporation and that the Company Corporation believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth. ; the Purchaser understands, however, that the Company Corporation can give no assurances that such price is in fact the fair market value of the Stock, 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 a value greater than that upon which this the transaction is was 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 the Purchaser. There , and there is no provision for the Company Corporation to reimburse the Purchaser for that tax liability, and the Purchaser assumes all responsibility therefor.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 (the "I.R.

Appears in 3 contracts

Samples: Restricted Stock Purchase Agreement (Nationwide Electric Inc), Restricted Stock Purchase Agreement (Nationwide Electric Inc), Restricted Stock Purchase Agreement (Nationwide Electric Inc)

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