Warrant Original Issue Discount Sample Clauses

Warrant Original Issue Discount. The Loan Parties, their Subsidiaries and Administrative Agent acknowledge and agree that the Loans and the Warrants are part of an “investment unit” within the meaning of Section 1273(c)(2) of the Code. The Loan Parties, their Subsidiaries and Administrative Agent agree that for purposes of allocating a portion of the issue price of the investment unit to the Warrants in accordance with Treasury Regulation Section 1.1273-2(h)(1), the fair market value of the Closing Date Warrant is $765,678. The Loan Parties, their Subsidiaries and Administrative Agent agree that any other Warrant issued after the Closing Date to the Warrant Holder shall be valued using the same methodology as the methodology used to value the Closing Date Warrant and such valuation shall be mutually agreeable to the Holdings and the Warrant Holder. The Loan Parties, their Subsidiaries and Administrative Agent agree to file all tax returns consistently with this Section 5.4 and not take any position inconsistent therewith.
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Warrant Original Issue Discount. The parties acknowledge and agree that the Loans and the Warrants are part of an “investment unit” within the meaning of Section 1273(c)(2) of the Internal Revenue Code. The parties agree that for purposes of allocating a portion of the issue price of the investment unit to the Warrants in accordance with Treasury Regulations Section 1.1273-2(h)(1), the fair market value of the Warrants is $1,968,368.81. The Parties agree to file (and cause their Affiliates to file) all tax returns consistently with this Section 2.11 and not take any position inconsistent therewith.
Sample 1

Related to Warrant Original Issue Discount

  • Original Issue Discount If any of the Securities is an Original Issue Discount Security, the Company shall file with the Trustee promptly at the end of each calendar year (1) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding Original Issue Discount Securities as of the end of such year and (2) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code.

  • Calculation of Original Issue Discount The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

  • Original Issue Discount Security 13 Outstanding...................................................13

  • Original Issue of Notes The Notes may, upon execution of this Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver such Notes as in such Company Order provided.

  • Original Issue Discount Legend Each Note issued with original issue discount, if any, will bear a legend in substantially the following form: “FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 IN AGGREGATE PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS $[ ], THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $[ ], THE ISSUE DATE IS [ ], 201[ ] AND THE YIELD TO MATURITY IS [ ]% PER ANNUM.”

  • ORIGINAL ISSUE OF DEBENTURES Debentures in the aggregate principal amount of $ may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Debentures to or upon the written order of the Company, signed by its Chairman, its Vice Chairman, its President, or any Vice President and its Treasurer or an Assistant Treasurer, without any further action by the Company.

  • Original Issuance of Notes 3 Section 2.01 Form..............................................................................3 Section 2.02 Execution, Authentication and Delivery............................................3 Section 2.03

  • Additional Issuance of Securities So long as any Buyer beneficially owns any Securities, the Company will not, without the prior written consent of the Required Holders, issue any Preferred Shares (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities that would cause a breach or default under the Certificate of Designations. The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the Applicable Date (provided that such period shall be extended by the number of calendar days during such period and any extension thereof contemplated by this proviso on which any Registration Statement is not effective or any prospectus contained therein is not available for use or any Current Public Information Failure exists) (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(k) shall not apply in respect of the issuance of Excluded Securities (as defined in the Certificate of Designations. “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.

  • Additional Issuances of Notes Subject to clauses (ii), (iii), (iv) and (v) of Section 2.02 and Section 2.03 of the Indenture Supplement, the Issuer may issue additional Class A(2017-5) Notes, so long as the following conditions precedent are satisfied: (a) the Issuer shall have given the Indenture Trustee written notice of such issuance of additional Class A(2017-5) Notes (the “Notice of Additional Issuance”) at least one (1) Business Day in advance of the Issuance Date thereof, which notice shall include: (i) the Issuance Date of such additional Class A(2017-5) Notes; (ii) the amount of such additional Class A(2017-5) Notes being offered and the resulting Initial Dollar Principal Amount and Stated Principal Amount of Class A(2017-5) Notes; (iii) the date from which interest on such additional Class A(2017-5) Notes will accrue (which may be a date prior to the date of issuance thereof); (iv) the first Interest Payment Date on which interest will be paid on such additional Class A(2017-5) Notes; and (v) any other terms that the Issuer set forth in such notice of issuance of additional Class A(2017-5) Notes to clarify the rights of Holders of such additional Class A(2017-5) Notes or the effect of such issuance of additional Class A(2017-5) Notes on any calculations to be made with respect to the Class A(2017-5) Notes, the Class A Notes or the Issuer. All such terms shall be incorporated into and form a part of this Terms Document on and after the effective date of such Class A(2017-5) Notes; (b) no Class A(2017-5) Adverse Event has occurred and is continuing; and (c) either (i) the issuance of such additional Class A(2017-5) Notes would be treated as part of the same issue as the outstanding Class A(2017-5) Notes under Treasury Regulation Sections 1.1275-1(f)(1) or 1.1275-2(k) or (ii) such additional Class A(2017-5) Notes are not issued with “original issue discount” for purposes of Section 1273 of the Code. The Issuer shall not have to satisfy the conditions set forth in Section 310 of the Indenture in connection with an issuance of additional Class A(2017-5) Notes so long as such conditions were satisfied or waived in connection with the initial issuance of Class A(2017-5) Notes; provided, however, that the Issuer shall have to deliver to the Indenture Trustee a Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such issuance.

  • Additional Issuances of Securities (i) For purposes of this Section 4(o), the following definitions shall apply.