Tax Status of Merger. The Merger and the transfer of the Closing Shares to the Shareholders contemplated by this Agreement are intended by the parties to qualify as a forward triangular tax-free reorganization under Sections 368(a)(1)(A) and 368(a)(2)(P) of the Code, and each of the parties hereto agrees to act with respect to the Stock and the Closing Shares, as applicable, and take such other steps, including the proper filing of plans of reorganization and articles of merger, as shall be necessary to insure the tax-free status of the transaction under such Code sections and the underlying regulations.
Tax Status of Merger. The Surviving Fund and the Target Fund (a) will use all reasonable best efforts to cause the Merger to constitute a reorganization under Section 368(a) of the Code and will not take any action or cause any action to be taken (including, without limitation, the filing of any Tax Return) that is inconsistent with such treatment and (b) shall execute and deliver officer’s certificates containing appropriate representations that are customary for the transactions contemplated hereby at such time or times as may be reasonably requested by counsel for purposes of rendering the tax opinions described in Section 6.3.
Tax Status of Merger. (a) PETsMART has not taken any action, or agreed to take any action, and has no knowledge of any existing facts or circumstances that would cause the Merger to fail to qualify as a reorganization under Section 368(a)(1)(A) of the Code.
Tax Status of Merger. Neither of the D-M Xxxreholders has, nor has D-M, xxken or agreed to take, or failed to take, any action that would prevent the Merger from constituting a "reorganization" under Section 368(a) of the Code.
Tax Status of Merger. It is the intention of the parties that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Acquired Fund nor the Acquiring Fund shall (either before or after the Closing Date) take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or that results in the failure of the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, the parties to this Agreement will take such reasonable action, or cause such action to be taken, as is reasonably necessary to enable Xxxxxxx & Xxxx, S.C. to render the tax opinion contemplated in this Agreement.
Tax Status of Merger. If at the Closing it is mutually determined by Parent and the Company that the Merger will not qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, the Merger shall be restructured as a forward triangular merger that qualifies as a tax-free reorganization within the meaning of Section 368(a) of the Code, unless Parent and the Company mutually agree otherwise. In such event, this Agreement shall be deemed appropriately modified to reflect such form of merger.
