Common use of Tax-Free Reorganization Treatment Clause in Contracts

Tax-Free Reorganization Treatment. (a) The Company and Parent shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Zhone Technologies Inc), Agreement and Plan of Merger (Pfsweb Inc), Agreement and Plan of Merger (Paradyne Networks Inc)

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Tax-Free Reorganization Treatment. (a) The Company Company, Parent and Parent Merger Sub shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Grant Prideco Inc), Agreement and Plan of Merger (National Oilwell Varco Inc)

Tax-Free Reorganization Treatment. (a) The Company and Parent shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Varco International Inc /De/), Agreement and Plan of Merger (National Oilwell Inc)

Tax-Free Reorganization Treatment. (a) The Neither Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that would disqualify the Transaction as a reorganization within the meaning of Section 368(a) of the Code. Parent and Parent the Company shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for that would cause the Merger Transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Variagenics Inc), Agreement and Plan of Merger (Hyseq Inc)

Tax-Free Reorganization Treatment. (a) The Each of Parent and the Company and Parent shall use their reasonable best effortsshall, and shall cause each of their respective Subsidiaries to, use its commercially reasonable efforts to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither Each of Parent and the Company nor Parent shallshall use its commercially reasonable efforts not to, nor shall they and not to permit or cause any of their respective its Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Integrated Circuit Systems Inc), Agreement and Plan of Merger (Integrated Device Technology Inc)

Tax-Free Reorganization Treatment. (a) The Neither Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that would disqualify the Merger as a reorganization within the meaning of Section 368(a) of the Code. Parent and Parent the Company shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for that would cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Immunex Corp /De/), Agreement and Plan of Merger (Amgen Inc)

Tax-Free Reorganization Treatment. (a) The Neither the Company nor Parent shall take or cause to be taken any action that would disqualify the Merger as a reorganization within the meaning of Section 368(a) of the Code. Parent and Parent the Company shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, efforts to take or cause to be taken any action necessary for that would cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Synthetic Turf Corp of America)

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Tax-Free Reorganization Treatment. (a) The Prior to the Effective Time, Parent and the Company and Parent shall use their commercially reasonable best efforts, and shall cause their respective Subsidiaries to use their commercially reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither After the date of this Agreement (including, without limitation, after the Effective Time), neither Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent would disqualify the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amgen Inc)

Tax-Free Reorganization Treatment. (aNeither the Company nor Parent shall, nor shall either of them permit any of their respective subsidi- aries to, take or cause to be taken any action that would disqualify the Merger as a reorganization within the meaning of Section 368(a) The of the Code. Parent and the Company and Parent shall use their all reasonable best efforts, and shall cause their respective Subsidiaries subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for that would cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Opticare Health Systems Inc)

Tax-Free Reorganization Treatment. (aNeither the Company nor Parent shall, nor shall they permit any of their respective subsidiaries to, take or cause to be taken any action that would disqualify the Merger as a reorganization within the meaning of Section 368(a) The of the Code. Parent and the Company and Parent shall use their all reasonable best efforts, and shall cause their respective Subsidiaries subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for that would cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Refac)

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