Tax Reorganization. The parties hereto intend, for U.S. federal income tax purposes, that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and that this Agreement is hereby adopted as a plan of reorganization for purposes of Section 354 and Section 361 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g), to which Qumu, Synacor and the Merger Sub are parties under Section 368(b) of the Code.
Tax Reorganization. There has been no action or omission by Sage or its subsidiaries which would prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
Tax Reorganization. Each party to this Agreement hereby intends and agrees to take all reasonable actions to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and will immediately notify each of the other parties of any circumstance or condition of which it is or becomes aware of which might cause the Merger to fail to so qualify. Global Arena represents that it has not taken any action that would cause the Merger to fail to so qualify as reorganization within the meaning of Section 368(a) of the Code, and is not aware of any circumstances, which would cause the Merger to fail to so qualify.
Tax Reorganization. Prior to the Closing Date, each party shall use its best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and will not take any action reasonably likely to cause the Merger not to so qualify.
Tax Reorganization. Neither it nor its Subsidiaries has taken or agreed to take any action or knows of any fact, agreement, plan, or other circumstance that may prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Tax Reorganization. Dencor and Target acknowledge this Transaction is intended to qualify as a reorganization under Code Section 368(a)(1)(A). No Party hereto shall take any action contrary to that intent.
Tax Reorganization. Neither the Company nor any of its Subsidiaries has taken or failed to take any action which would prevent the Merger from (a) constituting a reorganization within the meaning of section 368(a) of the Code or (b) being treated as a "pooling or interests" in accordance with Accounting Principles Board Opinion No. 16, the interpretative releases issued pursuant thereto, and the pronouncements of the SEC.
Tax Reorganization. In the event that either of the opinions contemplated by Section 7.2(d) or Section 7.3(d) cannot reasonably be rendered, the parties agree to promptly amend this Agreement to provide for the simultaneous merger of AmeriSource and Bergen with and into Parent, with Parent as the surviving corporation in each merger; provided, however, that the parties shall be under no such obligation to amend this Agreement if (i) either of such opinions cannot reasonably be rendered despite such amendments or (ii) if the merger described in this Section 2.6 would result in an inaccuracy or omission in the representations and warranties contained in Section 4.5 or 5.5 that is reasonably likely to have a Material Adverse Effect on AmeriSource or Bergen or a material adverse effect on the ability of AmeriSource or Bergen to consummate the transactions contemplated hereby; provided, further that no representation or warranty made by a party in this Agreement shall be deemed breached to the extent such merger of AmeriSource and Bergen with and into Parent results in an inaccuracy or omission in such representation or warranty or a corresponding section of the Disclosure Schedule.
Tax Reorganization. Advanced has neither taken nor failed to take any action which would prevent the Contribution from being treated as tax-free contributions under Section 721 of the Code, or the Merger from constituting a reorganization within the meaning of Section 368(a)(1)(A) of the Code.
Tax Reorganization. Dynamic has neither taken nor failed to take any action which would prevent the Contribution from being treated as a tax-free contribution under Section 721 of the Code, or the Merger from constituting a reorganization within the meaning of Section 368(a)(1)(A) of the Code.