Common use of Tax-Free Reorganization Clause in Contracts

Tax-Free Reorganization. The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Code, and this Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a).

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to be provided for herein shall qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder, and this Agreement Plan is intended to be and is adopted as a “plan of reorganization” reorganization within the meaning of the regulations promulgated under Section 368(a) 368 of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Code.

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to be shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code, and . The parties hereto adopt this Agreement is intended to be as a “"plan of reorganization” " within the meaning of the regulations promulgated under Section 368(a1.368-2(g) and 1.368-3(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Treasury Regulations promulgated thereunder.

Tax-Free Reorganization. The Merger It is intended to be by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), by virtue of the provisions of Section 368(a)(2)(E) of the Code, and this Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a).

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to qualify and be treated as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be constitute a “"plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)".

Tax-Free Reorganization. The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Code, and this Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report parties intend that the Merger qualify as a tax-free reorganization under the provisions of pursuant to Section 368(a). None 368 of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by Code. The parties hereto hereby adopt this Restated Agreement from qualifying as a reorganization under Section 368(a)"plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368(a) of the Treasury regulations.

Tax-Free Reorganization. (a) The Merger is intended to be a reorganization parties hereto intend that the Mergers shall constitute reorganizations within the meaning of Section 368(a) of the Code and the Subsidiary Merger shall also constitute a complete liquidation under Section 332 of the Code, and this Agreement is intended the parties shall use their best efforts to be a “plan of reorganization” within cause the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree Mergers to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)so qualify.

Tax-Free Reorganization. The parties intend that the ----------------------- Merger is intended to be a reorganization within the meaning of Section 368(a) of the Code, and this Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger qualify as a tax-free reorganization under the provisions of pursuant to Section 368(a). None 368 of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by Code. The parties hereto hereby adopt this Agreement from qualifying as a reorganization under Section 368(a)"plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368(a) of the Treasury regulations.

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to be shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code, and . The parties hereto adopt this Agreement is intended to be as a “"plan of reorganization” " within the meaning of the regulations promulgated under Section 368(aSections 1.368-2(g) and 1.368-3(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Treasury Regulations promulgated thereunder.

Tax-Free Reorganization. The It is the intention of the Constituent Parties hereto that the Merger is intended to be constitute a reorganization "reorganization" within the meaning of Section 368(a368(a)(1)(A) of the Code, by reason of the application of Section 368(a)(2)(E) of the Code, and that this Agreement is intended to be and exhibits and Schedules hereto constitute a “plan of reorganization” within . All Constituent Parties shall cooperate with one another after the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as closing in order to achieve a tax-tax free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)reorganization.

Tax-Free Reorganization. The parties intend that (1) the Merger is intended to be a reorganization within the meaning of Section 368(a) 368 of the Code, Code and (2) this Agreement is intended to be a “"plan of reorganization” " within the meaning of the regulations promulgated under Section 368(a) 368 of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Code.

Tax-Free Reorganization. The Parties intend for the Merger is intended to be a reorganization within the meaning of Section 368(a) of the Code, Internal Revenue Code and to adopt this Agreement is intended to be as a “plan of reorganization” reorganization within the meaning of the regulations promulgated under Section 368(a) 368 of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Internal Revenue Code.

Tax-Free Reorganization. The Merger It is intended to be by the Parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368(a) 368 of the CodeInternal Revenue Code of 1986, as amended, and that this Agreement is intended to be Plan shall constitute a “plan of reorganization” reorganization within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)there under.

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to be shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code, and . The parties hereto adopt this Agreement is intended to be as a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(aSections 1.368-2(g) and 1.368-3(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposesTreasury Regulations promulgated thereunder. The Parties agree to parties hereto shall prepare and file or report all necessary Tax Returns and other documentation, including financial statements, consistent with the treatment of the Merger as a tax-free reorganization under with the provisions meaning of Section 368(a). None 368 of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Code.

Tax-Free Reorganization. The Parties intend the Merger is intended to be qualify as a reorganization under Section 368(a) of the Code, and 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). No Party hereto has knowledge of any reason (a) that the transaction may not qualify as a reorganization within the meaning of Section 368(a) of the Code. In support of such Tax treatment, and this Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying hereto further represent and covenant as a reorganization under Section 368(a).follows:

Tax-Free Reorganization. (a) The Merger is intended to be a reorganization parties hereto intend that the Mergers shall constitute reorganizations within the meaning of Section 368(a) of the Code, and this Agreement is intended the parties shall use their best efforts to be a “plan of reorganization” within cause the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree Mergers to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)so qualify.

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to be shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code, and . The parties hereto adopt this Agreement is intended to be as a “plan Plan of reorganizationMerger and Reorganization” within the meaning of the regulations promulgated under Section 368(a1.368-2(g) and 1.368-3(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Treasury Regulations promulgated thereunder.

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to qualify and be treated as a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be constitute a “"plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)."

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to be shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code, and . The parties hereto adopt this Agreement is intended to be as a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(aSections 1.368-2(g) and 1.368-3(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Treasury Regulations promulgated thereunder.

Tax-Free Reorganization. The parties hereto intend that the Merger is intended to be a shall constitute reorganization within the meaning of Section 368(a) 368 of the Code, and . The parties hereto adopt this Agreement is intended to be as a “plan Plan of reorganizationMerger and Reorganization” within the meaning of the regulations promulgated under Section 368(a1.368-2(g) and 1.368-3(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Treasury Regulations promulgated thereunder.

Tax-Free Reorganization. The Merger It is intended to be by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a368(a)(1)(A) of the Code, and this Agreement is intended to be a “plan by virtue of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None 368(a)(2)(E) of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Code.

Tax-Free Reorganization. The Merger It is intended to be that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be shall constitute a “"plan of reorganization” within the meaning " for purposes of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposesCode. The Parties agree to report the Merger as a tax-free reorganization under the provisions of Section 368(a). None of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a).ARTICLE II—

Tax-Free Reorganization. The parties intend to adopt this Merger is intended to be a reorganization within the meaning of Section 368(a) of the Code, and this Agreement is intended to be a “plan of reorganization” within the meaning of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal income tax purposes. The Parties agree plan of reorganization and to report consummate the Merger as a tax-free reorganization under in accordance with the provisions of Section 368(a). None Sections 368(a)(1)(A) and 368(a)(2)(E) of the Parties will take or cause to be taken any action which would prevent the transactions contemplated by this Agreement from qualifying as a reorganization under Section 368(a)Code.