Intended Tax Consequences. It is the intention of the parties to this Subscription Agreement that, for federal income tax consequences, (1) the subscription of each Stockholder for shares of Purchaser Common Stock, (2) the contribution by the Stockholders to the Purchaser of all of his, hers or its issued and outstanding shares of Dover Common Stock and (3) the conversion of shares of Purchaser Common Stock into Dover Common Stock that will occur by operation of law pursuant to the Merger will be considered as circular and transitory steps and will be disregarded. It is also the intention of the parties to this Subscription Agreement that, for federal income tax consequences, the formation of and merger of the Purchaser are to be disregarded as transitory as the Purchaser is an entity formed solely to effectuate the Offer and the Merger and will be created and extinguished in an integrated transaction.
Intended Tax Consequences. The parties acknowledge that it is their intent that the Employee's Deferral Amount, the Employer's Additions and any earnings thereon while held by the Trust will not be subject to income taxes to the Employee until the Employee (or his Designated Beneficiary) receives any amount hereunder and will not be deductible by the Employer until payment hereunder. The Employee's Deferral Amount and the Employer's Additions may be subject to employment taxes, with respect to which the Employer shall report and withhold appropriately.
Intended Tax Consequences. The parties intend that (i) taxable income will not be incurred by the Executive until the SAR Spread is actually paid, (ii) the Company or its affiliates will be entitled to deduct from its taxable income the full amount of the SAR Spread when it is actually paid, without limitation under Section 162(m) of the Code, (iii) FICA taxes will be incurred at the time of exercise of a SAR, even if payment of the resulting SAR Spread is deferred beyond exercise, and (iv) the SARs be structured in a manner so that they are compliant with Section 409A of the Code. The parties agree that in the event that it is determined that actual tax consequences are likely to differ from those described in the preceding sentence, they will make reasonable efforts in good faith to agree to modify this Agreement in a manner that still achieves as closely as possible the original intent of the parties; provided, however, in no event shall either party be liable to the other should actual tax consequences differ from those described in the preceding sentence.
Intended Tax Consequences. 6 1.12 Taking of Necessary Action; Further Action...............................7 1.13 Withholding..............................................................7
Intended Tax Consequences. The parties to this Agreement intend that the Contribution and the Distribution qualify under Sections 355 and 368 of the Code, that the Merger qualify under Section 368 of the Code, and that no gain or loss for federal income tax purposes be recognized as a result of the transactions described herein or in the Transaction Agreements.
Intended Tax Consequences. The parties intend that the ------------------------- transfers, contributions, distributions and other transactions contemplated by this Agreement shall be treated as tax free transactions to the extent permitted and available under the Internal Revenue Code. WHEREFORE, the Parties have executed this Agreement as of the date first set forth hereinabove by their respective undersigned duly authorized officers. US Unwired Inc.
Intended Tax Consequences. Each of the parties hereto intends that, for United States federal and applicable state and local income tax purposes, the First Merger and the Second Merger, taken together, will constitute an integrated plan described in Rev. Rul. 2001-46, 2001-2 C.B. 321 (the “Integrated Transaction”) and qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that this Agreement constitute a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.
Intended Tax Consequences. It is intended by the parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. Target
Intended Tax Consequences. The parties intend that the Sale shall constitute a reorganization within the meaning of Section 368 of the Code. Seller and its shareholders shall be solely responsible for all tax planning, and for obtaining advice with respect to the federal and state income tax consequences to Seller and its shareholders of the Sale and all related transactions. Seller and its shareholders are not relying on Purchaser or any advisors to Purchaser for any tax advice with respect to the Sale or related transactions, and shall have no claim against Purchaser or any officers, directors, employees or advisors of Purchaser with
Intended Tax Consequences. It is intended by the parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The Company and Sellers shall be solely responsible for all tax planning, and for obtaining advice with respect to the federal and state income tax consequences to the Company and Sellers of the Merger and all related transactions. The Company and Sellers are not relying on Purchaser, MergerSub or any advisors to Purchaser or MergerSub for any tax advice with respect to the Merger or related transactions, and shall have no claim against Purchaser, MergerSub, or any officers, directors,
