Accounting and Tax Matters. To the Company's knowledge, neither the Company nor any of its Affiliates has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken or agreed to be taken by Acquiror or any of its Affiliates) would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Openroute Networks Inc), Agreement and Plan of Merger (Netrix Corp), Agreement and Plan of Merger (Netrix Corp)
Accounting and Tax Matters. To the CompanyAcquiror's knowledge, neither the Company Acquiror nor any of its Affiliates has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken or agreed to be taken by Acquiror the Company or any of its Affiliates) would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netrix Corp), Agreement and Plan of Merger (Openroute Networks Inc), Agreement and Plan of Merger (Netrix Corp)
Accounting and Tax Matters. To Neither the Company nor, to the knowledge of the Company's knowledge, neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, or knows nor is the Company aware of any circumstancesagreement, plan or other circumstance that (without regard to any action taken or agreed to be taken or agreed to be taken by Acquiror or any of its Affiliates) would prevent the Merger from constituting a transaction qualifying as a reorganization within the meaning of under Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metromedia International Group Inc), Agreement and Plan of Merger (Metromedia International Group Inc)
Accounting and Tax Matters. To the Company's knowledge, neither the Company nor any of its Affiliates has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken or agreed to be taken by Acquiror or any of its Affiliates) would (i) prevent Acquiror from accounting for the business combination to be effected by the Merger as a "pooling of interests" under GAAP and the applicable rules and regulations of the SEC, or (ii) prevent the Merger from qualifying as a reorganization within the meaning of Section Sections 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mattel Inc /De/), Agreement and Plan of Merger (Learning Co Inc)
Accounting and Tax Matters. To As of the Company's knowledgedate hereof, neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, or knows nor do the executive officers of the Company have any knowledge of any circumstances, that (without regard fact or circumstance relating to any action taken or agreed to be taken or agreed to be taken by Acquiror the Company or any of its Affiliates) Subsidiaries, that would prevent the Merger and the other transactions contemplated by this Agreement from qualifying as a reorganization "reorganization" within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Medical Resources Management Inc), Agreement and Plan (Emergent Group Inc/Ny)
Accounting and Tax Matters. To Neither the Company nor, to the knowledge of the Company's knowledge, neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, or knows nor is the Company aware of any circumstancesagreement, plan or other circumstance, that (without regard to any action taken or agreed to be taken or agreed to be taken by Acquiror or any of its Affiliates) would prevent the Merger from constituting a transaction qualifying as a reorganization within the meaning of under Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brokat Infosystems Ag), Agreement and Plan of Merger (Blaze Software Inc)
Accounting and Tax Matters. To As of the Company's knowledgedate hereof, neither the Company nor any of its Affiliates has taken or agreed to take any action, or knows nor do the Responsible Executive Officers of the Company have any knowledge of any circumstancesfact or circumstance, that (without regard to any action taken or agreed to be taken or agreed to be taken by Acquiror or any of its Affiliates) would prevent the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368(a) of the Code.
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