Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. 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 U.S. Treasury Regulations.
Appears in 8 contracts
Sources: Merger Agreement (Guitar Center Inc), Merger Agreement (Hanover Compressor Coc), Merger Agreement (Tegal Corp /De/)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 7 contracts
Sources: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 7 contracts
Sources: Merger Agreement (Transwitch Corp /De), Merger Agreement, Merger Agreement (Micro Linear Corp /Ca/)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 7 contracts
Sources: Merger Agreement (Synagro Technologies Inc), Merger Agreement (Synagro Technologies Inc), Merger Agreement (HMSR Inc)
Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby to this Agreement adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. United States Treasury Regulations.
Appears in 6 contracts
Sources: Merger Agreement (Advanced Photonix Inc), Merger Agreement (Luna Innovations Inc), Merger Agreement (Accelrys, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations.
Appears in 6 contracts
Sources: Merger Agreement (Deltagen Inc), Merger Agreement (Team America Inc), Merger Agreement (Vsource Inc)
Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations.
Appears in 6 contracts
Sources: Merger Agreement (Palm Inc), Agreement and Plan of Reorganization (Netiq Corp), Agreement and Plan of Reorganization (Mission Critical Software Inc)
Tax Consequences. It is intended by the parties hereto that The Parties intend that, for U.S. federal income tax purposes, (a) the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto Code and (b) this Agreement, including any amendments thereto, be, and is hereby adopt this Agreement as adopted as, a "“plan of reorganization" within ” involving the meaning Merger for purposes of Sections 1.368-2(g) Section 354 and 1.368-3(a) Section 361 of the U.S. Treasury RegulationsCode.
Appears in 5 contracts
Sources: Master Transaction Agreement (Hughes Satellite Systems Corp), Master Transaction Agreement (EchoStar CORP), Master Transaction Agreement (DISH Network CORP)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. 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 U.S. United States Treasury Regulations.
Appears in 5 contracts
Sources: Merger Agreement (Synagro Technologies Inc), Merger Agreement (Mattel Inc /De/), Merger Agreement (Scott Technologies Inc)
Tax Consequences. It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury Regulations.
Appears in 5 contracts
Sources: Merger Agreement (Pocket Games Inc.), Merger Agreement (Pocket Games Inc.), Merger Agreement (Nile Therapeutics, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt Code and that this Agreement as shall constitute a "“plan of reorganization" ” within the meaning of Sections Treasury Regulation Section 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 5 contracts
Sources: Merger Agreement, Merger Agreement (Oritani Financial Corp), Merger Agreement (Valley National Bancorp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) described in section 368 of the Code. The parties hereto hereby 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 U.S. United States Income Tax Regulations (the “Treasury Regulations”).
Appears in 5 contracts
Sources: Agreement and Plan of Reorganization (Hemosense Inc), Agreement and Plan of Reorganization (Cholestech Corporation), Merger Agreement (Primus Knowledge Solutions Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Section 368 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury United States Income Tax Regulations. The parties shall not take a position on any tax return inconsistent with this Section.
Appears in 4 contracts
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Merger Agreement (Cypress Semiconductor Corp /De/)
Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall constitute to qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties hereto hereby to this Agreement 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 U.S. Treasury Regulations).
Appears in 4 contracts
Sources: Share Exchange Agreement (Tixfi Inc.), Merger and Share Exchange Agreement (Future Healthcare of America), Merger Agreement (Kalahari Greentech Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto 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 U.S. Treasury Regulations).
Appears in 4 contracts
Sources: Merger Agreement (Legato Merger Corp. Ii), Merger Agreement (Alpine Acquisition Corp.), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)
Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations.
Appears in 4 contracts
Sources: Merger Agreement (Verisign Inc/Ca), Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Verisign Inc/Ca)
Tax Consequences. It The Merger is intended by the parties hereto that the Merger shall constitute Parties to qualify as a reorganization within the meaning of “reorganization” under Section 368(a) of the Code. The parties hereto hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. applicable Treasury Regulations.
Appears in 4 contracts
Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Caesars Acquisition Co)
Tax Consequences. It is intended by the The parties hereto intend that each of the Merger shall constitute Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (NPS Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Tax Consequences. It is intended by the parties hereto and SSCI that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. 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 U.S. United States Treasury Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Vons Companies Inc), Merger Agreement (Safeway Inc), Merger Agreement (Safeway Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) 368 of the CodeCode and specifically as a reverse-triangular merger under Code Section 368(a)(2)(E). 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 U.S. Treasury United States Income Tax Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Fortune Diversified Industries Inc), Merger Agreement (Fortune Diversified Industries Inc), Merger Agreement (Fortune Diversified Industries Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations. Each party has consulted with its own tax advisers with respect to the tax consequences of the Merger.
Appears in 3 contracts
Sources: Merger Agreement (Commerce One Inc), Agreement and Plan of Reorganization (Mediaplex Inc), Agreement and Plan of Reorganization (Homestore Com Inc)
Tax Consequences. It For United States federal income tax purposes, it is intended by the parties hereto that the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt Code and that this Agreement as constitutes a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations3.
Appears in 3 contracts
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (Secure Computing Corp), Merger Agreement (Cyberguard Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulation sections 1.368-2(g1(c) and 1.368-3(a) of the U.S. Treasury Regulations2(g).
Appears in 3 contracts
Sources: Merger Agreement (Ladurini Daniel), Merger Agreement (Professional Diversity Network, Inc.), Merger Agreement (Pharmathene, Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Pivotal Acquisition Corp), Merger Agreement (Victory Acquisition Corp), Agreement and Plan of Reorganization (KBL Healthcare Acquisition Corp III)
Tax Consequences. It is intended by the parties hereto that (i) the Merger shall constitute qualify as a reorganization "reorganization" within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt , (ii) this Agreement as will constitute a "plan of reorganization" within the meaning of Sections Treasury Regulation Section 1.368-2(g), and (iii) the Company, Parent and 1.368-3(aMerger Sub will each be a party to the reorganization within the meaning of Section 368(b) of the U.S. Treasury RegulationsCode.
Appears in 3 contracts
Sources: Merger Agreement (R H Donnelley Corp), Merger Agreement (Dex Media West LLC), Merger Agreement (Dex Media Inc)
Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Sb Merger Corp), Merger Agreement (Sb Merger Corp), Merger Agreement (Pinoak Inc /Nv/)
Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of U.S. Income Tax Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (BRAC Lending Group LLC), Merger Agreement (Big Rock Partners Sponsor, LLC), Merger Agreement (Big Rock Partners Acquisition Corp.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations, and for all relevant Tax purposes.
Appears in 3 contracts
Sources: Merger Agreement (Lenco Mobile Inc.), Merger Agreement (Lilly Eli & Co), Merger Agreement (Applied Molecular Evolution Inc)
Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. 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 U.S. United States Treasury Regulations.. ARTICLE III
Appears in 3 contracts
Sources: Merger Agreement (Geoscience Corp), Merger Agreement (Tech Sym Corp), Merger Agreement (Core Laboratories N V)
Tax Consequences. It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368(a) of the Code. 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 U.S. Treasury Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Copper Mountain Networks Inc), Merger Agreement (Heckmann CORP), Merger Agreement (Tut Systems Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Platinum Software Corp), Agreement and Plan of Reorganization (Sci Systems Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Nexmed Inc), Merger Agreement (EPIX Pharmaceuticals, Inc.), Merger Agreement (Avant Immunotherapeutics Inc)
Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. 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 U.S. United States Treasury Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Bard C R Inc /Nj/), Merger Agreement (General Semiconductor Inc), Merger Agreement (Cit Group Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The , and 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 U.S. Treasury RegulationsRegulations promulgated thereunder.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Trustmark Corp), Agreement and Plan of Reorganization (Cadence Financial Corp), Merger Agreement (Trustmark Corp)
Tax Consequences. It is intended by the parties Parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Internal Revenue Code. The parties 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 U.S. Treasury United States Income Tax Regulations.
Appears in 3 contracts
Sources: Merger Agreement (Fuse Medical, Inc.), Merger Agreement (Golf Rounds Com Inc), Merger Agreement (Golf Rounds Com Inc)
Tax Consequences. It The Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368(a) 368 of the CodeCode for federal income tax purposes, and the Parties will take all commercially reasonable steps in furtherance thereof, including (without limitation) the making of all required filings and the keeping of all required records. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368ss.ss.1.368-2(g) and 1.368-3(a) of the U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Bartels Williams H), Agreement and Plan of Merger (Pia Merchandising Services Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury RegulationsRegulations under the Code.
Appears in 2 contracts
Sources: Merger Agreement (U S Wireless Data Inc), Merger Agreement (U S Wireless Data Inc)
Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368(a) 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Health Care Property Investors Inc), Merger Agreement (American Health Properties Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the CodeCode and the regulations promulgated thereunder. 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 U.S. United States Treasury RegulationsRegulations with respect to the Merger.
Appears in 2 contracts
Sources: Merger Agreement (THCG Inc), Merger Agreement (Kroll Inc)
Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the CodeInternal Revenue Code of 1986, as amended (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 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 U.S. Treasury United States Income Tax Regulations.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Usa Networks Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization within the meaning of under Section 368(a) of the CodeCode (and any comparable provision of state law). The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations §§ 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 356 and 361 of the U.S. Treasury RegulationsCode (and any comparable provision of state law) for federal and applicable state income Tax purposes. This Agreement shall be interpreted consistent with that intent.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The Code (and any comparable provision of state law), and 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 U.S. Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Guaranty Bancshares Inc /Tx/)
Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby Parties adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulation Section 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 2 contracts
Sources: Merger Agreement (United Industries Corp), Merger Agreement (Rayovac Corp)
Tax Consequences. It is intended by the parties hereto that the Merger Mergers shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g1(c) and 1.368-3(a) of the U.S. Treasury Regulations2(g).
Appears in 2 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Great American Group, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States 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.
Appears in 2 contracts
Sources: Merger Agreement (Data Critical Corp), Merger Agreement (Data Critical Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a368(a)(1)(A) and Section 368(a)(2)(E) 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 Section 1.368-3(a) of the U.S. Treasury Regulations.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Photomedex Inc), Merger Agreement (Photomedex Inc)
Tax Consequences. It The Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368(a) 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 U.S. United States Treasury Regulations. Each of the Parties shall, for U.S. federal income tax purposes, report the Merger as a reorganization within the meaning of Section 368 of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Helios & Matheson Analytics Inc.), Agreement and Plan of Merger (Vbi Vaccines Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “plan of reorganization” within the meaning of Section 368(a) 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Code and Treasury Regulations Sections 1.368-2(g2(G) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Zoran Corp \De\), Agreement and Plan of Reorganization (Oak Technology Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the parties intend to report the Merger consistent therewith. 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Activision Inc /Ny)
Tax Consequences. It is intended by the parties hereto that that, for United States federal income tax purposes, the Merger Mergers, taken together, shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc), Merger Agreement (Pharmacopeia Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 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 U.S. Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Trustwave Holdings, Inc.), Merger Agreement (Trustwave Holdings, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto to this Agreement hereby 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Novellus Systems Inc), Merger Agreement (Speedfam Ipec Inc)
Tax Consequences. It Unless the Merger is restructured as the Alternative Taxable Merger, it is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Summit Technology Inc), Merger Agreement (Autonomous Technologies Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The , and 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 U.S. Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (MetroCorp Bancshares, Inc.), Merger Agreement (East West Bancorp Inc)
Tax Consequences. It is intended by the parties hereto that the Forward Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Micros to Mainframes Inc), Merger Agreement (BTG Inc /Va/)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Treas. Reg. Sections 1.368-2(g) and 1.368-3(a) of ). It is intended by the U.S. Treasury Regulationsparties that the Merger shall qualify for accounting treatment as a purchase.
Appears in 2 contracts
Sources: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a nontaxable reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code. The ”), and 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Radiant Systems Inc), Merger Agreement (Radiant Systems Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The , and 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 U.S. Treasury RegulationsRegulations promulgated thereunder.
Appears in 2 contracts
Sources: Merger Agreement (Prosperity Bancshares Inc), Merger Agreement (Provident Bankshares Corp)
Tax Consequences. It is intended by the parties hereto that that, for U.S. federal income tax purposes, the Merger shall constitute a reorganization within the meaning of Section 368(a368(a)(1)(A) and (2)(E) of the Code. The parties hereto hereby adopt Code and this Agreement as shall constitute a "plan of reorganization" within the meaning of United States Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 2 contracts
Sources: Merger Agreement (Finisar Corp), Merger Agreement (Optium Corp)
Tax Consequences. It is intended by the parties hereto that the Reincorporation Merger Transaction shall constitute a tax-free reorganization within the meaning of Section 368(a368(a)(1)(F) of the Code. 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code. The parties hereto 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 U.S. Treasury Regulations).
Appears in 2 contracts
Sources: Merger Agreement (Yahoo Inc), Merger Agreement (Overture Services Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization within the meaning of described in Section 368(a) of the Code. 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) 3 of the U.S. Treasury United States Income Tax Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc)
Tax Consequences. It is intended by the parties hereto that ---------------- the Merger shall constitute a tax-free reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto hereby adopt Internal Revenue Code of 1986, as amended, that this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulationsregulations thereunder.
Appears in 2 contracts
Sources: Merger Agreement (Active Software Inc), Agreement and Plan of Reorganization (Active Software Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368(a) 368 of the Internal Revenue Code of 1986, as amended (“Code”). 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 U.S. Treasury United States Income Tax Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Ascend Acquisition Corp.), Merger Agreement (Cdsi Holdings Inc)
Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Income Tax Regulations promulgated under the Code (the "Treasury Regulations").
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Avanex Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations. None of the parties hereto shall take any action that would be reasonably expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Twin Vee PowerCats, Co.), Merger Agreement (Callisto Pharmaceuticals Inc)
Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Department of Treasury RegulationsRegulations promulgated under the Code.
Appears in 2 contracts
Sources: Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Simplex Solutions Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning and for the purposes of Sections 354 and 361 of the Code and Sections 1.368-2(g) and 1.368-3(a3T(a) of the U.S. Treasury RegulationsRegulations and for all relevant Tax purposes.
Appears in 2 contracts
Sources: Merger Agreement (Solexa, Inc.), Merger Agreement (Illumina Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368(a) of the Code, and any comparable provisions of applicable state or local Law. The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 354 and 361 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations, and for all relevant tax purposes.
Appears in 2 contracts
Sources: Merger Agreement (Alpha Natural Resources, Inc.), Merger Agreement (Cleveland Cliffs Inc)
Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and Section 1.368-3(a) of the U.S. Treasury Income Tax Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Vina Technologies Inc), Merger Agreement (Verilink Corp)
Tax Consequences. It is intended by the parties hereto that The Parties intend that, for U.S. Federal income tax purposes, the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt , and this Agreement hereby is adopted as a "“plan of reorganization" within the meaning ” for purposes of Sections 1.368-2(g) 354 and 1.368-3(a) 361 of the U.S. Treasury RegulationsCode.
Appears in 2 contracts
Sources: Merger Agreement (OHI Healthcare Properties Limited Partnership), Merger Agreement (MedEquities Realty Trust, Inc.)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The parties hereto hereby 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 U.S. Treasury Regulations).
Appears in 2 contracts
Sources: Merger Agreement (DG FastChannel, Inc), Merger Agreement (Enliven Marketing Technologies Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The Code (and any comparable provision of state law), and 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 U.S. Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Guaranty Bancorp), Merger Agreement (Guaranty Bancorp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code. 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 U.S. United States Treasury Regulations.
Appears in 2 contracts
Sources: Merger Agreement (Hanover Compressor Co /), Merger Agreement (Oec Compression Corp)
Tax Consequences. It is intended by the parties hereto Parties intention that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt Code and that this Agreement as constitutes a "plan of reorganization" within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the “Code”). 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 U.S. Treasury United States Income Tax Regulations.
Appears in 1 contract
Sources: Merger Agreement (Ladenburg Thalmann Financial Services Inc)
Tax Consequences. It is intended by the parties Parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) 368 of the Code. The Unless this Agreement is otherwise terminated, the parties hereto hereby 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 U.S. Treasury Regulations).
Appears in 1 contract
Sources: Merger Agreement (Skillsoft Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The , and 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 U.S. United States Treasury Regulations.
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto 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). The parties agree to report on all Returns, and to take the position in all applicable filing with governmental agencies, the Merger as a statutory merger under Section 368(a) of the U.S. Treasury RegulationsCode.
Appears in 1 contract
Sources: Merger Agreement (iVOW, Inc.)
Tax Consequences. It is intended by the The parties hereto that intend the Merger shall to constitute a reorganization “reorganization” within the meaning of Section 368(a) of the Code. The Code (and any comparable provision of state law), and 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 U.S. Treasury Regulations.
Appears in 1 contract
Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute will qualify as a reorganization “reorganization” within the meaning of Section 368(a)(2)(E) of the Code, if applicable, and that this Agreement be, and is hereby, adopted as a “plan of reorganization” for purposes of Section 368(a) of the Code. 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 U.S. Treasury Regulations.
Appears in 1 contract
Sources: Contribution and Merger Agreement (Catalytica Energy Systems Inc)
Tax Consequences. It For United States federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization “reorganization” within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, subject to certain exceptions and contingencies. The parties hereto hereby adopt this Agreement as a "the “plan of reorganization" ” within the meaning of Sections 354(a) and 361(a) of the Code and as described in Sections 1.368-2(g2(a) and 1.368-3(a) of the U.S. Treasury Income Tax Regulations.
Appears in 1 contract
Sources: Merger Agreement (Ndchealth Corp)
Tax Consequences. It is intended by the The parties hereto that intend for the Merger shall constitute to qualify as a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the U.S. Treasury United States Income Tax Regulations.
Appears in 1 contract
Sources: Merger Agreement (Ipayment Inc)
Tax Consequences. It is intended by the parties hereto that the Merger Mergers shall each constitute a reorganization within the meaning of Section 368(a) 368 of the CodeCode and the regulations promulgated thereunder. 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 U.S. United States Treasury RegulationsRegulations with respect to each of Merger 1 and Merger 2.
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations.). 5
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Speechworks International Inc)
Tax Consequences. It is intended by the parties ---------------- hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations.
Appears in 1 contract
Sources: Merger Agreement (Energynorth Inc)
Tax Consequences. It is intended by the The parties hereto intend (i) that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby Code and (ii) by executing this Agreement, to adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations3.
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury RegulationsRegulations and for all relevant Tax purposes.
Appears in 1 contract
Sources: Merger Agreement (BTHC VI Inc)
Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto hereby Parties adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. United States Treasury Regulations.
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations. Each party has consulted with its own tax advisers with respect to the tax consequences of the Merger.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Mediaplex Inc)
Tax Consequences. It is intended by the The parties hereto that intend for the Merger shall to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 1 contract
Sources: Merger Agreement (Sipex Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a tax-deferred reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury RegulationsRegulations promulgated under the Code.
Appears in 1 contract
Tax Consequences. It is intended by the parties Parties hereto that that, for United States federal income tax purposes the Merger Mergers shall constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The parties Parties hereto hereby adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations).
Appears in 1 contract
Sources: Agreement and Plan of Merger (MeiraGTx Holdings PLC)
Tax Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. United States Treasury Regulations.
Appears in 1 contract
Sources: Merger Agreement (Just for Feet Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto hereby adopt Internal Revenue Code of 1986, as amended, and that this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulationsregulations thereunder.
Appears in 1 contract
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "plan of reorganization" within the meaning of Section 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Code and Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury United States Income Tax Regulations. The parties shall not take a position on any Tax Return inconsistent with this Section.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Tax Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. 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 U.S. Treasury United States Income Tax Regulations.
Appears in 1 contract