Common use of Withholding Tax Obligations Clause in Contracts

Withholding Tax Obligations. Notwithstanding anything herein to the contrary, to the extent that the Company receives advice in writing from its counsel that there is a reasonable basis to believe that the Company is required by applicable federal laws or regulations and delivers a copy of such written advice to the holders of the Series G Preferred Shares so effected, the Company may reasonably condition the making of any distribution (as such term is defined under applicable federal tax law and regulations) in respect of any Series G Preferred Share on the holder of such Series G Preferred Shares depositing with the Company an amount of cash sufficient to enable the Company to satisfy its withholding tax obligations (the "Withholding Tax") with respect to such distribution. Notwithstanding the foregoing or anything to the contrary, if any holder of the Series G Preferred Shares so effected receives advice in writing from its counsel that there is a reasonable basis to believe that the Company is not so required by applicable federal laws or regulations and delivers a copy of such written advice to the Company, the Company shall not be permitted to condition the making of any such distribution in respect of any Series G Preferred Share on the holder of such Series G Preferred Shares depositing with the Company any Withholding Tax with respect to such distribution, PROVIDED, HOWEVER, the Company may reasonably condition the making of any such distribution in respect of any Series G Preferred Share on the holder of such Series G Preferred Shares executing and delivering to the Company, at the election of the holder, either: (i) if applicable, a properly completed Internal Revenue Service Form 4224, or (a) an indemnification agreement in reasonably acceptable form, with respect to any federal tax liability, penalties and interest that may be imposed upon the Company by the Internal Revenue Service as a result of the Company's failure to withhold in connection with such distribution to such holder.

Withholding Tax Obligations. Notwithstanding anything herein to the contrary, to the extent that the Company Corporation receives advice in writing from its counsel that there is a reasonable basis to believe that the Company Corporation is required by applicable federal laws or regulations and delivers a copy of such written advice to the holders of the Series G A Preferred Shares so effectedaffected, the Company Corporation may reasonably condition the making of any distribution (as such term is defined under applicable federal tax law and regulations) in respect of any Series G A Preferred Share Shares on the holder of such Series G A Preferred Shares depositing with the Company Corporation an amount of cash sufficient to enable the Company Corporation to satisfy its withholding tax obligations (the "Withholding Tax") with respect to such distribution. , Notwithstanding the foregoing or anything to the contrary, if any holder of the Series G A Preferred Shares so effected affected receives advice in writing from its counsel that there is a reasonable basis to believe that the Company Corporation is not so required by applicable federal laws or regulations and delivers a copy of such written advice to the CompanyCorporation, the Company Corporation shall not be permitted to condition the making of any such distribution in respect of any Series G A Preferred Share on the holder of such Series G A Preferred Shares depositing with the Company Corporation any Withholding Tax with respect to such distribution, PROVIDEDprovided, HOWEVERhowever, the Company Corporation may reasonably condition the making of any such distribution in respect of any Series G A Preferred Share on the holder of such Series G A Preferred Shares executing and delivering to the CompanyCorporation, at the election of the holder, either: (i) if applicable, a properly completed Internal Revenue Service Form 4224, or (a) an indemnification agreement in reasonably acceptable form, with respect to any federal tax liability, penalties and interest that may be imposed upon the Company Corporation by the Internal Revenue Service as a result of the CompanyCorporation's failure to withhold in connection with such distribution to such holder.. If the conditions in the preceding two sentences are fully satisfied, the Corporation shall not be required to pay any additional damages set forth in Section 3(f)(v) of this Certificate of Designations if its failure to timely deliver any Conversion Shares results solely from the holder's failure to deposit any withholding tax hereunder or provide to the Corporation an executed indemnification agreement in the form reasonably satisfactory to the Corporation. FURTHER RESOLVED, that the offer, sale and issuance of up to 50 shares of the Preferred Stock to an unlimited number of accredited investors pursuant to Rule 506 of Regulation D under the Securities Act through May Davis Group, Inc., ("May Davis") as placement agent and upon xxxxxantially the terms dxxxxxbed above, with such changes thereto as the officers of the Corporation shall deem to be in the best interests of the Corporation and which such officers shall have approved, be, and the same hereby are, authorized and approved; and FURTHER RESOLVED, that the executive officers of the Corporation, and each of them, be, and the same hereby are, authorized and directed to execute and deliver, for and on behalf of the Corporation, a placement agreement, by and between the Corporation and May Davis Group, Inc. ("May Davis"), pursuant to which May Davis will xxx xs placement agent ox xxxalf of the Corporation in txx Xxfering, such placement agreement to contain such terms and conditions as such officers, or each of them, deem to be in the best interests of the Corporation, the execution of such placement agreement by such officers, or any of them, to be conclusive evidence of their authority hereunder; and FURTHER RESOLVED, that the executive officers of the Corporation, and each of them, be, and the same hereby are, authorized and directed to execute and deliver, for and on behalf of the Corporation, an escrow agreement by and between the Corporation, May Davis, and an escrow agent to be determined by the Corporation (the "Xxxxow Agent"), pursuant to which the Escrow Agent shall act as escrow agent on behalf of the Corporation and the investors in the Offering, such escrow agreement to contain such terms and conditions as such officers, or any of them, deem to be in the best interests of the Corporation, the execution of such escrow agreement by such officers, or any of them, to be conclusive evidence of their authority hereunder; and FURTHER RESOLVED, that the execution and delivery by the executive officers of the Corporation of (i) Securities Purchase Agreements, acceptable in form and substance to such executive officers and relating to the purchase of the shares of Common Stock in the Offering; and (ii) up to 50 shares of Preferred Stock, be, and the same hereby are, approved; and FURTHER RESOLVED, that 50 shares of Series A Preferred Shares be, and the same hereby are, authorized and reserved for issuance; and FURTHER RESOLVED, that 11,875,000 shares of Common Stock, and the same hereby are, authorized and reserved to cover the issuance of the shares of the Company's Common Stock, no par value per share, upon conversion of the Series A Preferred Shares (the "Convertible Shares"), and FURTHER RESOLVED, the executive officers of the Corporation, and each of them, be, and the same hereby are, authorized and directed to pay to May Davis, pursuant to the terms of the placement agreement with Xxx Davis contemplated by the foregoing resolutions, for and on behalf xx xxe Corporation (i) a commission equal to 8% of the gross proceeds of the Offering and (ii) a reimbursement of its accountable expenses and the expenses of counsel to May Davis; and

Withholding Tax Obligations. Notwithstanding anything herein to the contrary, to the extent that the Company receives advice in writing The Corporation may withhold from its counsel that there is a reasonable basis to believe that the Company is required by applicable federal laws or regulations and delivers a copy of such written advice to the holders of the Series G Preferred Shares so effected, the Company may reasonably condition the making of any distribution (as such term is defined under applicable federal federal, state, local or foreign tax law laws and regulations, "Distribution") in respect of any Series G Preferred Share on the holder of such Series G A Preferred Shares depositing with the Company an amount of cash sufficient and pay over to any federal, state, local or foreign government any amounts required to be so withheld pursuant to federal, state, local or foreign laws and regulations to enable the Company Corporation to satisfy its withholding tax obligations (the "Withholding Tax") ). The Corporation may reasonably condition the making of any non-cash Distribution in respect of any Series A Preferred Shares on the holder of such Series A Preferred Shares depositing with respect the Corporation an amount of cash sufficient to such distributionenable the Corporation to pay any Withholding Tax. Notwithstanding the foregoing or anything to the contrary, if any holder of the Series G A Preferred Shares so effected affected receives advice in writing from its legal counsel that there is a reasonable basis to believe that the Company Corporation is not so required by applicable federal federal, state, local or foreign laws or and regulations to pay any Withholding Tax with respect to a Distribution to that holder and delivers a copy of such written advice to the CompanyCorporation, the Company Corporation shall not be permitted to condition the making of any such distribution non-cash Distribution in respect of any Series G A Preferred Share Shares on the holder of such Series G A Preferred Shares depositing with the Company Corporation any Withholding Tax with respect to such distribution, Distribution; PROVIDED, HOWEVER, the Company Corporation may reasonably condition the making of any such distribution Distribution in respect of any Series G A Preferred Share Shares on the holder of such Series G A Preferred Shares executing and delivering to the CompanyCorporation, at the election of the holder, either: either (i) if applicable, a properly completed Internal Revenue Service ("IRS") Form 4224W-8 or other IRS form that is reasonably satisfactory to the Corporation, or (aii) an indemnification agreement in reasonably acceptable form, with respect to any federal federal, state, local or foreign tax liability, penalties and interest that may be imposed upon the Company Corporation by the Internal Revenue Service any foreign, state, local or foreign government as a result of the CompanyCorporation's failure to withhold in connection with such distribution Distribution to such holder.

Withholding Tax Obligations. Notwithstanding anything herein to the contrary, to the extent that the Company receives advice in writing from its counsel that there is a reasonable basis to believe that the Company is required by applicable federal laws or regulations and delivers a copy of such written advice to the holders of the Series G H Preferred Shares so effected, the Company may reasonably condition the making of any distribution (as such term is defined under applicable federal tax law and regulations) in respect of any Series G H Preferred Share on the holder of such Series G H Preferred Shares depositing with the Company an amount of cash sufficient to enable the Company to satisfy its withholding tax obligations (the "Withholding TaxWITHHOLDING TAX") with respect to such distribution. Notwithstanding the foregoing or anything to the contrary, if any holder of the Series G H Preferred Shares so effected receives advice in writing from its counsel that there is a reasonable basis to believe that the Company is not so required by applicable federal laws or regulations and delivers a copy of such written advice to the Company, the Company shall not be permitted to condition the making of any such distribution in respect of any Series G H Preferred Share on the holder of such Series G H Preferred Shares depositing with the Company any Withholding Tax with respect to such distribution, PROVIDED, HOWEVER, the Company may reasonably condition the making of any such distribution in respect of any Series G H Preferred Share on the holder of such Series G H Preferred Shares executing and delivering to the Company, at the election of the holder, either: (i) if applicable, a properly completed Internal Revenue Service Form 4224, or (a) an indemnification agreement in reasonably acceptable form, with respect to any federal tax liability, penalties and interest that may be imposed upon the Company by the Internal Revenue Service as a result of the Company's failure to withhold in connection with such distribution to such holder.

Withholding Tax Obligations. Notwithstanding anything herein to the contrary, to the extent that the Company Corporation receives advice in writing from its counsel that there is a reasonable basis to believe that the Company Corporation is required by applicable federal laws or regulations and delivers a copy of such written advice to the holders of the Series G A Preferred Shares so effectedaffected, the Company Corporation may reasonably condition the making of any distribution (as such term is defined under applicable federal tax law and regulations) in respect of any Series G A Preferred Share Shares on the holder of such Series G A Preferred Shares depositing with the Company Corporation an amount of cash sufficient to enable the Company Corporation to satisfy its withholding tax obligations (the "Withholding Tax") with respect to such distribution. , Notwithstanding the foregoing or anything to the contrary, if any holder of the Series G A Preferred Shares so effected affected receives advice in writing from its counsel that there is a reasonable basis to believe that the Company Corporation is not so required by applicable federal laws or regulations and delivers a copy of such written advice to the CompanyCorporation, the Company Corporation shall not be permitted to condition the making of any such distribution in respect of any Series G A Preferred Share on the holder of such Series G A Preferred Shares depositing with the Company Corporation any Withholding Tax with respect to such distribution, PROVIDEDprovided, HOWEVERhowever, the Company Corporation may reasonably condition the making of any such distribution in respect of any Series G A Preferred Share on the holder of such Series G A Preferred Shares executing and delivering to the CompanyCorporation, at the election of the holder, either: (i) if applicable, a properly completed Internal Revenue Service Form 4224, or (a) an indemnification agreement in reasonably acceptable form, with respect to any federal tax liability, penalties and interest that may be imposed upon the Company Corporation by the Internal Revenue Service as a result of the CompanyCorporation's failure to withhold in connection with such distribution to such holder. If the conditions in the preceding two sentences are fully satisfied, the Corporation shall not be required to pay any additional damages set forth in Section 3(f)(v) of this Certificate of Designations if its failure to timely deliver any Conversion Shares results solely from the holder's failure to deposit any withholding tax hereunder or provide to the Corporation an executed indemnification agreement in the form reasonably satisfactory to the Corporation.

Withholding Tax Obligations. Notwithstanding anything herein to the contrary, to the extent that the Company receives advice in writing from its counsel that there is a reasonable basis to believe that the Company is required by applicable federal laws or regulations and delivers a copy of such written advice to the holders of the Series G F Preferred Shares so effected, the Company may reasonably condition the making of any distribution (as such term is defined under applicable federal tax law and regulations) in respect of any Series G F Preferred Share on the holder of such Series G F Preferred Shares depositing with the Company an amount of cash sufficient to enable the Company to satisfy its withholding tax obligations (the "Withholding Tax") with respect to such distribution. Notwithstanding the foregoing or anything to the contrary, if any holder of the Series G F Preferred Shares so effected receives advice in writing from its counsel that there is a reasonable basis to believe that the Company is not so required by applicable federal laws or regulations and delivers a copy of such written advice to the Company, the Company shall not be permitted to condition the making of any such distribution in respect of any Series G F Preferred Share on the holder of such Series G F Preferred Shares depositing with the Company any Withholding Tax with respect to such distribution, PROVIDED, HOWEVER, the Company may reasonably condition the making of any such distribution in respect of any Series G F Preferred Share on the holder of such Series G F Preferred Shares executing and delivering to the Company, at the election of the holder, either: (i) if applicable, a properly completed Internal Revenue Service Form 4224, or (a) an indemnification agreement in reasonably acceptable form, with respect to any federal tax liability, penalties and interest that may be imposed upon the Company by the Internal Revenue Service as a result of the Company's failure to withhold in connection with such distribution to such holder.