Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 5 contracts
Samples: Merger Agreement (Workstream Inc), Merger Agreement (E Cruiter Com Inc), Agreement and Plan of Merger (Workstream Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling of interests. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Equity Corp International), Agreement and Plan of Merger (Inbrand Corp), Agreement and Plan of Merger (Synagro Technologies Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under GAAP. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Individual Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Department Code and a pooling of the Treasury Income Tax Regulations ("Treasury Regulations")interests for accounting purposes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger (Omega Research Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) be accounted for financial reporting purposes as a purchase. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations"). No party to this Agreement shall take any action inconsistent with such treatment.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Fiberstars Inc /Ca/), Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code, and each of the parties hereto will use its commercially reasonable efforts to cause the Merger to be treated as such a reorganization. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (McAfee Associates Inc), Agreement and Plan of Reorganization (Network Associates Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Radix Marine Inc), Agreement and Plan of Merger (K2 Digital Inc), Agreement and Plan of Merger (Modern MFG Services Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a tax-free plan of reorganization within the meaning of Section 368 of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling-of-interests. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atmi Inc), Agreement and Plan of Merger (Atmi Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations (Regulations. It is also intended by the parties hereto that the Merger shall be treated as a "Treasury Regulations")pooling for interests" for accounting purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Computervision Corp /De/), Agreement and Plan of Reorganization (Parametric Technology Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) 354 and 1.368-3(a) 361 of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Systems Network Corp), Agreement and Plan of Merger (Tekinsight Com Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan of tax free reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 2 contracts
Samples: Plan and Agreement of Reorganization (Nhancement Technologies Inc), Plan and Agreement of Reorganization (Nhancement Technologies Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under GAAP. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of Treasury Regulations promulgated under the Treasury Income Tax Regulations ("Treasury Regulations")Code. SECTION 1.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations Regulations. ("Treasury Regulations").b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes. 1.11
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Red Brick Systems Inc), Agreement and Plan of Reorganization (Informix Corp)
Tax and Accounting Consequences. (a) It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").. (b) The parties hereto intend that the Merger shall qualify for accounting treatment as a pooling of interests. 1.11
Appears in 1 contract
Samples: Merger Agreement (Summit Design Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations"). No party to this Agreement shall take any action inconsistent with such treatment.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations (Regulations. It is intended by the parties hereto that the Merger shall be treated as a "Treasury Regulations")pooling" for accounting purposes.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").. 4
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Broadcast Com Inc)
Tax and Accounting Consequences. (a) It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations (Regulations. The parties hereto intend that the Merger be accounted for as a "Treasury Regulations")purchase" transaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Appnet Inc /De/)
Tax and Accounting Consequences. (a) It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Merger Agreement (Orcad Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties Parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (b) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations (interests."Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Informix Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code and (b) qualify for accounting treatment as a pooling of interests, and that this Agreement as constitutes a "plan of reorganization" reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations")Code.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)
Tax and Accounting Consequences. (a) It For federal income tax purposes, it is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exe Technologies Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (ii) qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations")purchase transaction.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that (a) the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code and (b) this Agreement as shall constitute a "plan of reorganization" reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations")Code.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Broadcast Com Inc)
Tax and Accounting Consequences. (a) It is ----------------- intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan (Individual Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dwango North America Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests. 1.12
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a tax free reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aladdin Systems Holdings Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto Parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synagro Technologies Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "βplan of reorganization" β within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Voice Holding Corp.)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a tax-free reorganization within the meaning of Section 368 368(a)(i)(A) of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling-of-interests. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brooks Automation Inc)
