Common use of Tax Consequences Clause in Contracts

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, It is intended that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 Sections 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code. The parties to "), and that this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within for the meaning purposes of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Treasury RegulationsCode.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, It is intended that the Merger is intended to shall constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and that this Agreement shall constitute a plan of reorganization for the purposes of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax Tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).

Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. The Company, Parent and Merger Sub will each be a party to the reorganization within the meaning of Section 368(b) of the Code.

Tax Consequences. For federal income tax purposes, The parties intend that the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby , and 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 Treasury Income Tax Regulations.

Tax Consequences. For federal income tax purposes, It is intended by the parties that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby 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 Treasury Income Tax Regulations. Each party hereto and its affiliates agree to treat the Merger as a reorganization within the meaning of Section 368 of the Code. Each party has consulted with its own tax advisors with regard to the tax consequences of the Merger.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.this

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties 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 Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties 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 Treasury Regulations.

Tax Consequences. For federal Federal income tax purposes, it is intended that the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and that this Agreement hereby adopt this Agreement as constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.

Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to constitute qualify as a reorganization within the meaning of described in Section 368 368(a) of the Code. The parties to this Agreement hereby hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Treasury Income Tax Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties 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 Treasury IRS Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization "reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeCode with respect to which no gain or loss will be recognized by a stockholder of the Company upon the conversion of Company Common Stock into Veeco Shares pursuant to the Merger (except with respect to any cash received in lieu of a fractional share). The parties to this Merger Agreement hereby adopt this Merger Agreement as a "plan of reorganization" within the meaning of as described in Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement Parties hereby adopt this Agreement as a "plan of reorganization" with respect to the Company and Sub within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the CodeIRC. The parties to this Agreement 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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(a3T(a) of the United States Treasury Regulations.Regulations of which the

Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section described in section 368 of the Code. The parties to this Agreement hereby hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Treasury RegulationsIncome Tax Regulations (the "TREASURY REGULATIONS").

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a tax-free reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt intend this Agreement to be treated as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, It is intended that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a)(1)(A) and (a)(2)(E) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within Notwithstanding the meaning of Sections 1.368-2(g) and 1.368-3(a) foregoing, no representation or warranty is made by any party hereto regarding the treatment or consequences of the United States Treasury RegulationsMerger for purposes of U.S. federal income tax, or foreign, state or local tax law.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-1.368 2(g) and 1.368-1.368 3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Parties intend that the Merger is intended to constitute will qualify as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the CodeCode and the Parties will report the Merger as such for United States federal, state and local income tax purposes. The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368( a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties shall report the Merger consistent therewith. The parties to this Agreement 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations, and the parties agree to report and file all necessary documentation in a manner consistent with the characterization of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code.

Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is Mergers, taken together, are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. The Company, Parent and Merger Sub will each be a party to the reorganization within the meaning of Section 368(b) of the Code.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement and the agreement of merger described in Section 1.3 as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute be a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. The Company, Parent and Merger Sub will each be a party to the reorganization within the meaning of Section 368(b) of the Code.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.. Parent and the

Tax Consequences. For federal Federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties 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 Treasury Internal Revenue Service Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeInternal Revenue Code of 1986, as amended (the "CODE"), and the parties shall report the Merger consistent therewith. The parties to this Agreement 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Treasury Department regulation sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations. Each party to this Agreement acknowledges that it is responsible for determining the tax consequences of the Merger for itself and for its stockholders and that it has not relied on any other party to this Agreement, or any Representative of any other such party, in making such determination.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations. None of Woodward-Clyde, URS or Subsidiary will take a position on a tax retur▇ ▇▇▇▇▇▇▇▇▇▇▇t with this Section 1.4.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g2 (g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a tax-free reorganization within the meaning of Section 368 of the Code. The parties 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 applicable United States Treasury Regulations. Neither the Company nor ADAC shall take a position inconsistent with this Section 1.8 on any tax return.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.3681368-3(a) of the United States Treasury Regulations.

Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code. The parties to this Agreement Parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g1.368 -2(g) and 1.368-3(a1.368 -3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations. Except as set forth in the tax representation letters referred to in Section 5.13 and attached as Exhibit G, no party makes any representation that the Merger will qualify as a reorganization.

Tax Consequences. For U.S. federal income tax Tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" within ” for purposes of Section 354 and 361 of the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which Yumanity, Merger Sub and the Company are parties under Section 368(b) of the United States Treasury RegulationsCode.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. Parent and Merger Sub will treat the Merger as such a reorganization and shall report it as such in their respective federal and state tax returns consistent with such position. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(B) (1)(A) of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a tax-free reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For U.S. federal income tax Tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" within ” for purposes of Section 354 and 361 of the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which Organovo, Merger Sub and Buyer are parties under Section 368(b) of the United States Treasury RegulationsCode.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury RegulationsRegulations and agree to take whatever other steps are necessary to give effect to the Merger on such a basis.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(a) of the Code. The parties to this Agreement 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeInternal Revenue Code of 1986, as amended. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations. Notwithstanding the foregoing, any Tax or fee that may become or is payable by the Merger Shareholders in connection with the transactions contemplated by this Agreement shall be borne solely and fully by the Merger Shareholders.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.The

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganizationPLAN OF REORGANIZATION" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax Tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 of the Code. The parties Parties 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 Treasury Regulations.

Tax Consequences. For United States federal income tax Tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement Parties hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and will report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.Regulation

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(2)(E) of the Internal Revenue Code of 1986 (the “Code”). The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations §1.368-2(g) ), and undertake to file the statements required by Treasury Regulations §1.368-3(a) with their respective income tax returns for the year of the United States Treasury Regulationsexchange.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a tax-free reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, It is intended that the Merger is intended to shall constitute a reorganization within described in Section 368(a)(2)(D) of the meaning Code and that this Agreement shall constitute a "plan of reorganization" for the purposes of Section 368 of the Code. The parties It shall not be a condition 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) consummation of the United States Treasury RegulationsMerger that any party hereto shall have received a ruling of the Internal Revenue Service as to the federal income tax consequences of the Merger.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeCode and the parties agree to report the Merger as such on their respective tax returns. The parties 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 Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby intend to 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 Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-Section 1.368- 2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Merger Agreement hereby adopt this Merger Agreement as a "plan of reorganization" within the meaning of as described in Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations. ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations. Each of Parent and Merger Sub (as the Surviving Entity) shall report the Merger for income tax purposes as a reorganization and will take no position in any Tax Return or Tax proceeding inconsistent with treatment of the Merger as a reorganization.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section described in section 368 of the Code. The parties to this Agreement hereby hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Income Tax Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeInternal Revenue Code of 1986, as amended. The parties 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 Treasury Regulations.

Tax Consequences. For federal income tax purposes, It is intended that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties to , that this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within for the meaning purposes of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Treasury RegulationsCode, and that the Merger shall be tax-free except to the extent of the lesser of the cash payable hereunder to the stockholders of the Company or the gain realized by such stockholders.

Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and will report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.

Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code in a transaction intended to qualify as a statutory merger under Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(E) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).