Common use of Section 382 Clause in Contracts

Section 382. At or prior to the Closing, the Company will have received a letter from an independent accounting firm stating that (i) the issuance of the Common Stock pursuant to the transactions contemplated by the Standby Purchase Agreement should not cause the Company to undergo an “ownership change” for purposes of Section 382 of the Code, (ii) there should be no adverse tax or accounting consequences of the issuance of the Common Stock pursuant to the transactions contemplated by the Standby Purchase Agreement, and (iii) the structure of the transaction should preserve the Company’s deferred tax asset (subject to any valuation allowance).