Common use of Tax Treatment of Merger Clause in Contracts

Tax Treatment of Merger. It is intended that, for U.S. federal income tax purposes, the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement constitutes, and hereby is adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Otto Alexander), Agreement and Plan of Merger (Paramount Group, Inc.), Agreement and Plan of Merger (Paramount Group, Inc.)

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Tax Treatment of Merger. It is intended that(a) The Parties hereby confirm, for U.S. federal income tax purposes, covenant and agree to treat the Merger shall qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement constitutesbe, and is hereby is adopted as, a plan of reorganization” within reorganization for purposes of Sections 354 and 361 of the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Colony Capital, Inc.), Agreement and Plan of Merger (Starwood Waypoint Residential Trust)

Tax Treatment of Merger. It is intended (a) The parties intend, that, for U.S. federal income tax purposes, the Merger shall qualify as a “reorganization” within reorganization under Section 368(a) of the meaning Code and that this Agreement shall constitute a plan of reorganization under Section 368(a) of the Code, . Parent and that this Agreement constitutes, and hereby is adopted as, VTBH shall each use reasonable best efforts to cause the Merger to be treated as a “plan of reorganization” reorganization within the meaning of Treasury Regulations Sections 1.368-2(gSection 368(a)(1)(B) and 1.368-3of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parametric Sound Corp)

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Tax Treatment of Merger. It is intended that, for For U.S. federal income tax purposes, the Parties intend that (i) the Merger shall qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that the Treasury Regulations promulgated thereunder and (ii) this Agreement constitutes, and hereby is adopted as, constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections §§ 1.368-2(g) and 1.368-33(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mines Management Inc)

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