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WBMD » Topics » We may be prevented from issuing stock to raise capital, as acquisition consideration or to provide equity incentives to members of our management and Board of DirectorsThis excerpt taken from the WBMD 8-K filed Jul 2, 2009. We may
be prevented from issuing stock to raise capital, as acquisition
consideration or to provide equity incentives to members of our
management and Board of Directors
Beneficial ownership of at least 80% of the total voting power
and value of our capital stock is required in order for HLTH to
continue to include us in its consolidated group for federal
income tax purposes, and beneficial ownership of at least 80% of
the total voting power of our capital stock and 80% of each
class of any non-voting capital stock that we may issue is
required in order for HLTH to effect a tax-free split-off,
spin-off or other similar transaction. Under the terms of the
Tax Sharing Agreement that we have entered into with HLTH, we
have agreed that we will not knowingly take or fail to take any
action that could reasonably be expected to preclude HLTH’s
ability to undertake a tax-free split-off or spin-off. This may
prevent us from issuing additional equity securities to raise
capital, as acquisition consideration or to provide management
or director equity incentives.
This excerpt taken from the WBMD 10-Q filed May 11, 2009. We may be
prevented from issuing stock to raise capital, as acquisition
consideration or to provide equity incentives to members of our
management and Board of Directors
Beneficial ownership of at least 80% of the total voting power
and value of our capital stock is required in order for HLTH to
continue to include us in its consolidated group for federal
income tax purposes, and beneficial ownership of at least 80% of
the total voting power of our capital stock and 80% of each
class of any non-voting capital stock that we may issue is
required in order for HLTH to effect a tax-free split-off,
spin-off or other similar transaction. Under the terms of the
Tax Sharing Agreement that we have entered into with HLTH, we
have agreed that we will not knowingly take or fail to take any
action that could reasonably be expected to preclude HLTH’s
ability to undertake a tax-free split-off or spin-off. This may
prevent us from issuing additional equity securities to raise
capital, as acquisition consideration or to provide management
or director equity incentives.
Table of Contents
These excerpts taken from the WBMD 10-K filed Feb 27, 2009. We may
be prevented from issuing stock to raise capital, as acquisition
consideration or to provide equity incentives to members of our
management and Board of Directors
Beneficial ownership of at least 80% of the total voting power
and value of our capital stock is required in order for HLTH to
continue to include us in its consolidated group for federal
income tax purposes, and beneficial ownership of at least 80% of
the total voting power of our capital stock and 80% of each
class of any non-voting capital stock that we may issue is
required in order for HLTH to effect a tax-free split-off,
spin-off or other similar transaction. Under the terms of the
Tax Sharing Agreement that we have entered into with HLTH, we
have agreed that we will not knowingly take or fail to take any
action that could reasonably be expected to preclude HLTH’s
ability to undertake a tax-free split-off or spin-off. This may
prevent us from issuing additional equity securities to raise
capital, as acquisition consideration or to provide management
or director equity incentives.
We may be prevented from issuing stock to raise capital, as acquisition consideration or to provide equity incentives to members of our management and Board of Directors Beneficial ownership of at least 80% of the total voting power and value of our capital stock is required in order for HLTH to continue to include us in its consolidated group for federal income tax purposes, and beneficial ownership of at least 80% of the total voting power of our capital stock and 80% of each class of any non-voting capital stock that we may issue is required in order for HLTH to effect a tax-free split-off, spin-off or other similar transaction. Under the terms of the Tax Sharing Agreement that we have entered into with HLTH, we have agreed that we will not knowingly take or fail to take any action that could reasonably be expected to preclude HLTH’s ability to undertake a tax-free split-off or spin-off. This may prevent us from issuing additional equity securities to raise capital, as acquisition consideration or to provide management or director equity incentives. | EXCERPTS ON THIS PAGE:
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