Representations Relating to Qualification of the Merger as a Tax-Free Reorganization Sample Clauses

Representations Relating to Qualification of the Merger as a Tax-Free Reorganization. (a) Parent (i) is not an “investment company” as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code; (ii) has no present plan or intention to liquidate the Surviving Company or to merge the Surviving Company with or into any other corporation or entity, or to sell or otherwise dispose of the stock of the Surviving Company or to cause the Surviving Company to sell or otherwise dispose of its assets, all except in the ordinary course of business or if such liquidation, merger, disposition is described in Section 368(a)(2)(C) of the Code or Section 1.368-2(k) of the Treasury Regulations; and (iii) has no present plan or intention, following the Merger, to cause the Surviving Company to issue any additional shares of its stock or to create any new class of stock of the Surviving Company.
Sample 1
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Representations Relating to Qualification of the Merger as a Tax-Free Reorganization. (a) The Buyer (i) is not an "investment company" as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code; (ii) has no present plan or intention to liquidate the Surviving Corporation or to merge the Surviving Corporation with or into any other corporation or entity, or to sell or otherwise dispose of the stock of the Surviving Corporation which Buyer will acquire in the Merger, or to cause the Surviving Corporation to sell or otherwise dispose of its assets, all except in the ordinary course of business or if such liquidation, merger, disposition is described in both Section 368(a)(2)(C) and Treasury Regulation Section 1.368-2(j)(4); (iii) has no present plan or intention, following the Merger, to issue any additional shares of stock of the Surviving Corporation or to create any new class of stock of the Surviving Corporation; (b) the Transitory Subsidiary is a wholly-owned subsidiary of the Buyer, formed solely for the purpose of engaging in the Merger, and will carry on no business prior to the Merger; (c) immediately prior to the Merger, the Buyer will be in control of Transitory Subsidiary within the meaning of Section 368(c) of the Code; (d) immediately following the Merger, the Surviving Corporation will hold at least 90% of the fair market value of the Transitory Subsidiary's net assets and at least 70% of the fair market value of the Transitory Subsidiary's gross assets held immediately prior to the Merger (for purposes of this representation, amounts used by the Transitory Subsidiary to pay reorganization expenses, if any, will be included as assets of the Company or the Transitory Subsidiary, respectively, held immediately prior to the Merger); (e) the Buyer has no present plan or intention to reacquire any of the Merger Shares; (f) the Transitory Subsidiary will have no liabilities assumed by the Surviving Corporation and will not transfer to the Surviving Corporation any assets subject to liabilities in the Merger; and (g) following the Merger, the Surviving Corporation will continue the Company's historic business or use a significant portion of the Company's historic business assets in a business as required by Section 368 of the Code and the Treasury Regulations promulgated thereunder.
Sample 1

Related to Representations Relating to Qualification of the Merger as a Tax-Free Reorganization

  • Conditions to Obligation of Parent to Effect the Merger The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Effectiveness of Representations; Survival Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. Unless otherwise stated in this Agreement, and except for instances of fraud, the representations, warranties and agreements will survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.

  • Conditions to Obligations of the Company to Effect the Merger The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:

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