Tax-Free Reorganization Treatment. The parties hereto shall use their commercially reasonable efforts to cause the Merger to be treated as a reorganization within the meaning of Section 368(a) of the Code and shall not knowingly take or fail to take any action which action or failure to act would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Unless required by law, each of Parent, Merger Subsidiary and the Company shall not file any Tax Return or take any position inconsistent with the treatment of the Merger as a reorganization described in Section 368(a) of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Brampton Crest International Inc), Agreement and Plan of Merger (310 Holdings, Inc.), Agreement and Plan of Merger (Blue Mountain Resources Inc.)
Tax-Free Reorganization Treatment. The parties hereto Prior to the Effective Time, the Parties shall use their commercially reasonable best efforts to cause the Merger to be treated as a reorganization within the meaning of Section 368(a) 368 of the Code and shall not knowingly take or fail to take any action which action or failure to act would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Unless required by law, each of Parent, Merger Subsidiary and the Company shall not file any Tax Return or take any position inconsistent with the treatment of the Merger as a reorganization described in Section 368(a) 368 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Marwich Ii LTD), Agreement and Plan of Merger (Liberty Alliance, Inc.), Agreement and Plan of Merger (Marwich Ii LTD)
Tax-Free Reorganization Treatment. The parties hereto Prior to the Effective Time, the Parties shall use their commercially reasonable best efforts to cause the Merger to be treated as a reorganization within the meaning of Section 368(a) 368 of the Code and shall not knowingly take or fail to take any action which action or failure to act would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Unless required by law, each of Parent, Merger Subsidiary and the Company shall not file any Tax Return or take any position inconsistent with the treatment of the Merger as a reorganization described in Section 368(a) of the Code.
Appears in 2 contracts
Samples: Stockholder Agreement (Axs One Inc), Stockholder Agreement (Unify Corp)
Tax-Free Reorganization Treatment. The parties hereto shall use their commercially reasonable efforts to cause the Merger to be treated as a reorganization within the meaning of Section 368(a) of the Code and shall not knowingly take or fail to take any action which action or failure to act would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Unless required by law, each Each of ParentPurchaser, Merger Subsidiary Sub, and the Company (i) shall not file any Tax Return tax return or take any position inconsistent with the treatment of the Merger as a reorganization described in Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verso Technologies Inc), Agreement and Plan of Merger (MCK Communications Inc)
Tax-Free Reorganization Treatment. The parties hereto shall use their commercially reasonable efforts to cause the Merger to be treated as a reorganization within the meaning of Section 368(a) of the Code and shall not knowingly take or fail to take any action which action or failure to act would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Unless required by law, law each of Parent, Merger Subsidiary Sub and the Company shall not file any Tax Return or take any position inconsistent with the treatment of the Merger as a reorganization described in Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Healthcare Acquisition Corp)
Tax-Free Reorganization Treatment. The parties hereto Prior to the Effective Time, the Parties shall use their commercially reasonable best efforts to cause the Merger to be treated as a reorganization within the meaning of Section 368(a) 368 of the Code and shall not knowingly take or fail to take any action which action or failure to act would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Unless required by law, each of Parent, Merger Subsidiary and the Company shall not file any Tax Return or take any position inconsistent with the treatment of the Merger as a reorganization described in Section 368(a) 368 of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Management Energy, Inc.)
