Covenants of the Parties. (a) Tax-free Reorganization. The Parties intend that the Merger qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;
Appears in 7 contracts
Samples: Merger Agreement (China Software Technology Group Co LTD), Share Purchase and Merger Agreement (itLinkz Group, Inc.), Merger Agreement (China Jianye Fuel, Inc.)
Covenants of the Parties. (a) Tax-free Reorganization. The Parties intend that the Merger qualify as a Tax-free “"reorganization” " under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “"reorganization” " under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;
Appears in 6 contracts
Samples: A Agreement and Plan of Merger (Maui General Store Inc), Agreement and Plan of Merger (M Gab Development Corp), Merger Agreement (Seaway Valley Capital Corp)
Covenants of the Parties. (a) Tax-free Reorganization. The Parties intend that the Merger qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;.
Appears in 3 contracts
Samples: Merger Agreement (China Sxan Biotech, Inc.), Merger Agreement (Wincroft Inc), Merger Agreement (Wincroft Inc)
Covenants of the Parties. (ai) Tax-free Reorganization. The Parties intend that the Merger transactions contemplated hereby qualify as a Tax-tax free “reorganization” reorganization under Sections 368(aCode Section 368(a)(1)(A) of the Code, as amended, and the Parties parties will take the position for all purposes that the Merger shall transactions contemplated hereby qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action act would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Code Section 368(a) of the Code), whether or not otherwise permitted by the provisions of this Agreement;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Trustcash Holdings, Inc.), Agreement and Plan of Merger (Paivis, Corp ./Nv/), Agreement and Plan of Merger (Apo Health Inc /Nv/)
Covenants of the Parties. (ai) Tax-free Reorganization. The Parties intend that the Merger qualify as a Tax-free “reorganization” reorganization under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “"reorganization” " under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ephone Telecom Inc), Agreement and Plan of Merger (American United Global Inc)
Covenants of the Parties. (a) TaxTAX-free ReorganizationFREE REORGANIZATION. The Parties intend that the Merger qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any <PAGE> action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement.;
Appears in 2 contracts
Samples: Share Purchase and Merger Agreement, Share Purchase and Merger Agreement (Infrared Systems International)
Covenants of the Parties. (a) Tax-free Reorganization. The Parties intend that the Merger qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;
Appears in 2 contracts
Samples: Amended and Restated Merger Agreement (Seaway Valley Capital Corp), Merger Agreement (Seaway Valley Capital Corp)
Covenants of the Parties. (a) TaxTAX-free ReorganizationFREE REORGANIZATION. The Parties intend that the Merger qualify as a Tax-free “"reorganization” " under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “"reorganization” " under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement.;
Appears in 1 contract
Samples: Share Purchase and Merger Agreement (Advance Technologies Inc)
Covenants of the Parties. (a) Tax-free Reorganization. The Parties intend that the Merger qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement.;
Appears in 1 contract
Samples: Share Purchase and Merger Agreement (Infrared Systems International)
Covenants of the Parties. (a) Tax-free Reorganization. The Parties intend that the Merger Share Exchange qualify as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger Share Exchange shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger Share Exchange to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;.
Appears in 1 contract
Samples: Share Exchange Agreement (China Agro Sciences Corp.)
Covenants of the Parties. (ai) Tax-free Reorganization. The Parties intend that the Merger transactions contemplated hereby qualify as a Tax-free “reorganization” reorganization under Sections 368(a368(a)(1)(A) of the CodeInternal Revenue Code of 1986, as amended, and the Parties parties will take the position for all purposes that the Merger shall transactions contemplated hereby qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;
Appears in 1 contract
Covenants of the Parties. (a) TaxTAX-free ReorganizationFREE REORGANIZATION. The Parties intend that the Merger qualify as a Tax-free “"reorganization” " under Sections 368(a) of the Code, as amended, and the Parties will take the position for all purposes that the Merger shall qualify as a reorganization under such Section. In addition, the Parties covenant and agree that they will not engage in any action, or fail to take any action, which action or failure to take action would reasonably be expected to cause the Merger to fail to qualify as a Tax-free “"reorganization” " under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Virilitec Industries Inc)
