Section 351 of the Code Clause Samples
Section 351 of the Code governs the tax treatment of property transfers to a corporation in exchange for its stock. Specifically, it allows shareholders to defer recognition of gain or loss when they contribute property to a corporation, provided they receive stock and, immediately after the exchange, are in control of the corporation. This provision facilitates the formation and capitalization of corporations by removing immediate tax consequences, thereby encouraging business growth and restructuring without triggering taxable events.
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Section 351 of the Code. The Company has not taken or agreed to take any action, nor is aware of any circumstance, that could reasonably be expected to prevent the Merger from constituting a tax-free merger under Section 351 of the Code.
Section 351 of the Code. The parties hereto acknowledge and agree that the contributions effected pursuant to this Article II qualify as transfers to a controlled corporation within the meaning of Section 351 of the Code.
Section 351 of the Code. Each party hereto agrees that this Agreement and the transactions contemplated thereby shall be taxed in accordance with Section 351 of the Code and that such party will file applicable Tax Returns to reflect such treatment.
Section 351 of the Code. The Parties hereby agree and acknowledge that, for U.S. federal income tax purposes, the Merger, the BNN Acquisition and the ParagonEx Acquisition, taken together, are intended to qualify as exchanges described in Section 351 of the Code. The Parties hereby agree to file all Tax and other informational returns on a basis consistent with such characterization. Each of the Parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Merger, the BNN Acquisition and the ParagonEx Acquisition, taken together, do not qualify as exchanges under Section 351 of the Code.
Section 351 of the Code. The Holding Company has not taken or agreed to take any action, nor is aware of any circumstance, that could reasonably be expected to prevent the Merger from constituting a tax-free transaction under Section 351 of the Code.
2.6.1. The Holding Company does not currently own any shares of Company capital stock.