Tax Loss

Tax Loss. Means any Final Determination with respect to an Indemnitee resulting in an increase in the U.S. federal, state or local income Tax imposed on such Indemnitee to the extent such Final Determination arises from the determination of the IRS that the value of the Common Stock received by such Indemnitee pursuant to the Subscription Agreement was higher than the purchase price agreed upon by the Company and the Indemnitees as set forth in the Subscription Agreement, assuming that (i) each... Indemnitee has properly completed, executed and filed a form of election under Section 83(b) of the Code with the IRS within thirty (30) days of the purchase of the Common Stock as required under the Subscription Agreement and (ii) pursuant to such election, such Indemnitee has, for U.S. federal, state and local income Tax purposes, included in taxable income for the taxable year in which the Common Stock was purchased the excess of the fair market value of the Common Stock over the consideration paid for such Common Stock. View More