BRH Securities means all membership interests in BRH and any other equity securities of BRH (including all outstanding unexpired and unexercised options, warrants or other rights to acquire or receive any membership or other equity interest of BRH, or profits interests, profit participation or other similar rights with respect thereto, whether vested or unvested, if any).
It is intended by the parties hereto that the BRH Securities Purchase, when viewed together with the RIM Securities Purchase, the Mergers and the Stock Sale, shall constitute a tax-free exchange under Section 351(a) of the Code.
Seller shall deliver to Parent the original certificate(s) or other documents, if any, representing the BRH Securities.
No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Mergers, the BRH Securities Purchase or the RIM Securities Purchase based upon arrangements made by or on behalf of Parent, Merger Sub I or Merger Sub II.
The parties agree that any amounts released to Parent from the Escrow Fund pursuant to this ARTICLE 8 shall be treated as adjustments to the aggregate consideration paid or to be paid to Seller in connection with the Merger, BRH Securities Purchase and the RIM Securities Purchase for U.S. federal income tax purposes.
The approvals contemplated by Section 2.3(a) of the Seller Disclosure Schedule with respect to the BRH Securities Purchase shall have been obtained and all waiting periods contemplated thereby shall have expired.