Common use of Plan of Reorganization Clause in Contracts

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section Sections 1.368-2(g) and 1.368-3(a). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a368(a)(1)(A) and (a)(2)(E) of the Code, as well as a transaction to which Section 351(a) of the Code applies.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code, as well as a transaction to which Section 351(a) of the Code applies.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g)) of the income tax regulations promulgated under the Code. Each From and after the date of this Agreement, each party hereto shall use its commercially all reasonable efforts to cause the Merger to qualify, and will not shall not, without the prior written consent of the other parties hereto, knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section section 1.368-2(g)) of the income tax regulations promulgated under the Code. Each From and after the date hereof 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 actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within under the meaning provisions of Section section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g)) of the income tax regulations promulgated under the Code. Each From and after the date of this Agreement and after the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not shall not, without the prior written consent of the other parties hereto, knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not 44 knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each From and after the date of this Agreement and until the Closing Date, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions action, cause any action to be taken, fail to take any action or cause any actions action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization “reorganization” within the meaning of Section 368(a) 368 of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g)) of the income tax regulations promulgated under the Code. Each From and after the date of this Agreement, each party hereto shall use its commercially all reasonable efforts to cause the Merger to qualify, and will not shall not, without the prior written consent of the other parties hereto, knowingly take any actions or cause any actions to be taken which that could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g)) of the income tax regulations promulgated under the Code. Each From and after the date of this Agreement, each party hereto shall use its commercially all reasonable efforts to cause the Merger to qualify, and will not shall not, without the prior written consent of the other parties hereto, knowingly take any actions or cause any actions to be taken which that could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(aSections 368(a)(2)(E) and 368(a)(1)(B) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualifyconstitute, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifyingconstituting, an exchange of Company Common Stock for HoldingCo Common Stock governed by Section 351of the Code, as well as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute hereby adopted as a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.. [Signature follow on the next page]

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Section 1.368‑2(g) of the Treasury Regulation Section 1.368-2(g)Regulations promulgated under the Code. Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly (after reasonable consultation with its tax advisors) take any actions action, cause any action to be taken, fail to take any action or cause any actions action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute hereby adopted as a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.. [Signatures follow on the next page]

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions action, cause any action to be taken, fail to take any action or cause any actions action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying, as a reorganization “reorganization” within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger Merger, together with the LLC Conversion, to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to would prevent the Merger Merger, together with the LLC Conversion, from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger Merger, together with the LLC Conversion, to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger Merger, together with the LLC Conversion, from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which that could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g)) of the income tax regulations promulgated under the Code. Each From and after the date of this Agreement, each party hereto shall use its commercially reasonable efforts not to take any action that to its knowledge would cause the Merger to qualify, and will not knowingly take any actions or cause any actions fail to be taken which could reasonably be expected to prevent the Merger from qualifying, qualify as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.. ______________________________________________________________________________ 4

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code, and a transfer described in Section 351 of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g). Each 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 actions action, cause any action to be taken, fail to take any action or cause any actions action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall will use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This The Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g)section 1.368 -2(g) of the income tax regulations promulgated under the Code. Each From and after the date hereof 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 actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within under the meaning provisions of Section section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “'plan of reorganization” ' within the meaning of Treasury Regulation Section 1.368-2(g). Each 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 actions action, cause any action to be taken, fail to take any action or cause any actions action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying, qualifying as a reorganization within under the meaning provisions of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Regulations Section 1.368-2(g). Each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

Plan of Reorganization. This Agreement is intended to constitute a “"plan of reorganization” " within the meaning of Treasury Regulation Section 1.368-2(g)) of the income tax regulations promulgated under the Code. Each From and after the date of this Agreement, each party hereto shall use its commercially all reasonable efforts to cause the Merger to qualify, and will not shall not, without the prior written consent of the other parties hereto, knowingly take any actions or cause any actions to be taken which that could reasonably be expected to prevent the Merger from qualifying, as a reorganization within under the meaning provisions of Section 368(a) of the Code.