Common use of Reorganization Clause in Contracts

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (First of Long Island Corp), Agreement and Plan of Merger (ConnectOne Bancorp, Inc.), Agreement and Plan of Merger (First of Long Island Corp)

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Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc), Agreement and Plan of Merger (Investors Bancorp, Inc.), Agreement and Plan of Merger (Lakeland Bancorp Inc)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, action or knows of any fact, agreement, plan or other circumstances circumstance that could is reasonably be expected likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.)

Reorganization. Neither None of Parent nor or any of its Subsidiaries Affiliates has taken or agreed to take any action, has failed to take any action, action or knows has Knowledge of any fact, agreement, plan or other circumstances circumstance that could is reasonably be expected likely to prevent the Merger from constituting a reorganization qualifying as a “reorganization” within under the meaning provisions of Section 368(a) of the Code.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (FRS Capital Co LLC), Agreement and Plan of Merger (Richton International Corp), Agreement and Plan of Merger (Deere & Co)

Reorganization. Neither None of Parent nor or any of its Subsidiaries has taken or agreed to take any action, has failed to take and is not aware of any actionfact or circumstance, that would prevent or impede, or knows of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent or impede, the Merger Mergers, taken together, 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 (Bank of Commerce Holdings), Agreement and Plan of Merger (Bank of Commerce Holdings), Agreement and Plan of Merger (Columbia Banking System, Inc.)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take action not provided for in this Agreement (nor does Parent or any action, or knows of its Subsidiaries have knowledge of any fact, agreement, plan fact or other circumstances circumstance not specified or provided for in this Agreement) that could reasonably be expected to would prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sunpower Corp), Agreement and Plan of Merger (Sunpower Corp)

Reorganization. Neither To the knowledge of Parent, neither Parent nor any of its Subsidiaries subsidiaries has taken any action or agreed to take any action, has failed to take any action, action which action or knows failure would jeopardize the qualification of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent the Merger 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 Merger (Federal Paper Board Co Inc), Agreement and Plan of Merger (International Paper Co /New/)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, or knows nor are they aware of any factfact or circumstance, agreement, plan or other circumstances that could would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Home Bancshares Inc), Agreement and Plan of Merger (Bank of Kentucky Financial Corp)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, or knows as a result of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent which the Merger from qualifying would not qualify as a “reorganization” reorganization within the meaning of Section section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Western Atlas Inc), Agreement and Plan of Merger (Baker Hughes Inc)

Reorganization. Neither Parent Parent, Merger Sub nor any of its Subsidiaries their affiliates has taken taken, failed to take or agreed to take any action, has failed to take any action, action or knows of any fact, agreementcircumstance, plan or other circumstances intention that could is or would be reasonably be expected likely to prevent the Merger Transaction from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)

Reorganization. Neither Parent nor any of its Subsidiaries subsidiaries has taken or agreed to take any action, has failed to take any action, action or knows of any fact, agreement, plan or other circumstances fact that could is reasonably be expected likely to prevent or impede the Merger Transaction from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Urs Corp /New/), Agreement and Plan of Merger (Washington Group International Inc)

Reorganization. Neither Parent nor any of its Subsidiaries is aware of the existence of any fact, or has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could would reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Team Inc), Agreement and Plan of Merger (Furmanite Corp)

Reorganization. Neither Parent nor any of its Subsidiaries has taken any action or agreed to take any action, has failed to take any actionaction which action or failure would, or knows to the Knowledge of any factParent, agreement, plan or other circumstances that could reasonably be expected to prevent jeopardize the qualification of the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zamba Corp), Agreement and Plan of Merger (Technology Solutions Company)

Reorganization. Neither Parent nor any of its Subsidiaries Buyer has taken or agreed or intends to take any action, has failed to take nor does Parent have any action, or knows knowledge of any factfact or circumstance, agreement, plan or other circumstances that could reasonably be expected to which would prevent the Merger from qualifying as constituting a “reorganization” reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Avnet Inc), Agreement and Plan of Merger (Kent Electronics Corp)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, action or knows of any fact, agreementcircumstance, plan or other circumstances intention that could is or would be reasonably be expected likely to prevent the Merger Transaction from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc)

Reorganization. Neither Parent nor any of its Subsidiaries has Affiliates have taken or agreed to take any action, has failed to take any action, or knows action and is not aware of any fact, agreement, plan fact or other circumstances circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)

Reorganization. Neither As of the date of this Agreement, neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, action or knows of any fact, agreement, plan or other circumstances circumstance that could would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes)

Reorganization. Neither Parent nor any of its Subsidiaries affiliates has taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances action that could reasonably be expected to would prevent the Merger from constituting a reorganization qualifying as a “reorganization” within under the meaning provisions of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Elantec Semiconductor Inc)

Reorganization. Neither Parent nor any of its Subsidiaries affiliates has taken or -------------- agreed to take any action that (without giving effect to any actions taken or agreed to take be taken by Unit or any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances that could reasonably be expected to its affiliates) would prevent the Merger from constituting a reorganization qualifying as a “reorganization” within under the meaning provisions of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unit Instruments Inc)

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Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, or knows as a result of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent which the Merger from qualifying would not qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the CodeCode (and comparable provisions of applicable state or local laws).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Circle International Group Inc /De/)

Reorganization. Neither Parent nor any of its Subsidiaries affiliates has -------------- taken or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances action that could reasonably be expected to would prevent the Merger from constituting a reorganization qualifying as a “reorganization” within under the meaning provisions of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersil Corp/De)

Reorganization. Neither None of Parent nor or any of its Subsidiaries Affiliates has taken or taken, agreed to take, or will take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances action that could reasonably be expected to prevent pose a material risk to the status of the Merger from qualifying as a "reorganization" within the meaning of Section Code section 368(a) of the Code).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Orion Ethanol, Inc)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, action or knows is aware of any fact, agreement, plan fact or other circumstances circumstance that could reasonably be expected to prevent the Merger Integrated Mergers, taken together, from qualifying being treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flushing Financial Corp)

Reorganization. Neither Parent nor any of its Affiliates or Subsidiaries has taken or agreed to take any action, has failed to take any action, action or knows of any fact, agreement, plan or other circumstances circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Financial Corp \Mn\)

Reorganization. Neither Parent nor any of its Subsidiaries -------------- has taken or agreed to take any action, has failed to take any action, action or knows of any fact, agreementcircumstance, plan or other circumstances intention that could is or would be reasonably be expected likely to prevent the Merger Transaction from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barrett Resources Corp)

Reorganization. Neither the Parent nor any of its Subsidiaries knows of any fact or has taken any action or agreed to take any action, has failed to take any action, or knows of any fact, agreement, plan or other circumstances action that could is reasonably be expected likely to prevent the Merger from qualifying as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boots & Coots, Inc.)

Reorganization. Neither Parent nor any of its Subsidiaries affiliates has taken or agreed to take any action, has failed to take any action, action or knows of any fact, agreementcircumstance, plan or other circumstances intention that could is or would be reasonably be expected likely to prevent the Merger Transaction from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.. Section 4.9

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harmon Industries Inc)

Reorganization. Neither None of Parent nor or any of its Subsidiaries has taken or agreed to take any action, has failed to take and is not aware of any actionfact or circumstance, that would prevent or impede, or knows of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent or impede, the First Merger and the Subsequent Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacific Continental Corp)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, has failed to take any action, or knows as a result of any fact, agreement, plan or other circumstances that could reasonably be expected to prevent which the Merger from qualifying would not qualify as a “reorganization” reorganization within the meaning of Section section 368(a) of the Code.. SECTION 6.20

Appears in 1 contract

Samples: Iii 5 Agreement and Plan of Merger (Baker Hughes Inc)

Reorganization. Neither Parent nor any of its Subsidiaries has taken or agreed any action, will take any action, will fail to take any action, has failed to take any action, or knows nor is aware of any factfact or circumstance, agreement, plan or other circumstances that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RBB Bancorp)

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