Tax Treatment of SPAC Merger Clause Samples
Tax Treatment of SPAC Merger. It is intended that for U.S. federal income tax purposes (and for purposes of any applicable state or local Tax that follows the U.S. federal income tax treatment) that the SPAC Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code; provided, however, notwithstanding any other provision of this Agreement, neither the Company nor either Seller (nor any other Person on behalf of the Company or either Seller) has made or makes, any representation or warranty, whether express or implied, with respect to the intended Tax treatment of the SPAC Merger as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and any such representations or warranties are expressly disclaimed, and neither the Company nor the Sellers (nor any other Person on behalf of the Company or the Sellers) shall be responsible if the intended Tax treatment is not achieved. The Parties shall not knowingly take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act would reasonably be expected to prevent such tax treatment and references to knowledge for the purposes of this Section 2.04 shall refer only to the actual knowledge of each of Seller (and no Seller shall be imputed to have the knowledge of any other person) and further provided that taking or causing to be taken any action, or failing to take or causing to be taken any action, in compliance with its obligations under this Agreement (including, without limitation, any reimbursement obligation pursuant to Section 9.03) shall not result in any breach by any Seller or the Company of this Section 2.04. By executing this Agreement, Irish Holdco, SPAC and New SPAC hereby adopt a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3 with respect to the SPAC Merger.
Tax Treatment of SPAC Merger. (a) For U.S. federal income tax purposes (and for purposes of any applicable state or local Tax that follows the U.S. federal income tax treatment), the Parties shall not take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act would reasonably be expected to prevent the Dutch Holdco Contribution and the SPAC Merger from qualifying as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. By executing this Agreement, the Parties hereby adopt a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3 with respect to the Dutch Holdco Contribution and the SPAC Merger, and each Party that is a corporation that is a party to the plan of reorganization (as determined for U.S. federal income tax purposes) intends to file the statement required by Treasury Regulations Section 1.368-3(a).
(b) The Parties shall use their reasonable best efforts to prepare and file all Tax Returns consistent with the foregoing provisions of this Section 2.05 and shall not take any inconsistent position on any Tax Return, or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise required by applicable Law following a final determination by a court of competent jurisdiction or other administrative settlement with (or final administrative decision by) the relevant Taxing Authority.
Tax Treatment of SPAC Merger. 2.5.1 For U.S. federal income tax purposes (and state and local tax purposes, where applicable), the Parties intend that the SPAC Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and the Parties shall not, and shall cause their respective Affiliates not to, take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act would reasonably be expected to prevent the SPAC Merger from qualifying as such. By executing this Agreement, SPAC, New Holdco and New SPAC hereby adopt a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3 with respect to the SPAC Merger, and intend to file the statement required by Treasury Regulations Section 1.368-3(a).
2.5.2 The Parties shall prepare and file all Tax Returns consistent with the foregoing provisions of this Section 2.5 and shall not take any inconsistent position on any Tax Return, or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise required by applicable Law following a final determination by a court of competent jurisdiction or other administrative settlement with (or final administrative decision by) the relevant Taxing Authority.