Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror nor any of their Affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (KiNRG, Inc.), Merger Agreement (Superior Silver Mines Inc)
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger Mergers to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger Mergers from qualifying, as a “reorganization” reorganizations within the meaning of Section 368(a) of the Code. Following the Effective Time, neither none of HoldCo, the Surviving Corporation, Acquiror nor Corporations or any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger Mergers to fail to qualify as a “reorganization” reorganizations within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Zillow Inc), Merger Agreement (Trulia, Inc.)
Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, qualifying as a “reorganization” within reorganization under the meaning provisions of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Corporation nor any of their Affiliates Parent shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Continental Southern Resources Inc), Merger Agreement (Endeavour International Corp)
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Aspen nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” within reorganization under the meaning provisions of Section section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Parent nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” within the meaning of Section reorganization under section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (C Me Run Corp)
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror ADI nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Southern Hospitality Development Corp.)
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror AMHC nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, qualifying as a “reorganization” within reorganization under the meaning provisions of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Buyer nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Corning Inc /Ny)
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror AAEX nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Across America Real Estate Exchange, Inc.)
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Metalline nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror ▇▇▇▇▇▇ ▇▇ nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable efforts to cause the Merger Mergers to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger Mergers from qualifying, as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving CorporationCompany, Acquiror Parent nor any of their Affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger Mergers to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Sources: Business Combination Agreement (Cambridge Capital Acquisition Corp)
Plan of Reorganization. This Agreement is intended to ---------------------- constitute a “"plan of reorganization” " within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken taken, which action or failure to act could prevent the Merger from qualifying, qualifying as a “reorganization” within reorganization under the meaning provisions of Section 368(a) of the Code. Following , and following the Effective Time, neither the Surviving Corporation, Acquiror Parent nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Sonicwall Inc)
Plan of Reorganization. This Agreement is intended to ---------------------- constitute a “"plan of reorganization” " within the meaning of section 1.368-2(g) Section 1.368 of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, qualifying as a “reorganization” within reorganization under the meaning provisions of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Parent nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Sonicwall Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of section 1.368-2(g) of the U.S. federal income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken taken, which action or failure to act could prevent the Merger from qualifying, qualifying as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Corporation nor any of their Affiliates its affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (Zonagen Inc)
Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of section 1.368l.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a “reorganization” within reorganization under the meaning provisions of Section section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror Parent nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” within the meaning of Section reorganization under section 368(a) of the Code.
Appears in 1 contract
Sources: Merger Agreement (C Me Run Corp)
Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken taken, which action or failure to act could prevent the Merger from qualifying, qualifying as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Acquiror AMHC nor any of their Affiliates affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract