Section 368 Reorganization definition
Examples of Section 368 Reorganization in a sentence
Section 368 Reorganization 57 CONDITIONS TO THE MERGER Section 9.01.
The Company shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ in form and substance reasonably satisfactory to the Company on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a Section 368 Reorganization and (ii) each of Parent and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code.
Article I MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effect of the Merger 2 1.4 Memorandum and Articles of Association 2 1.5 Directors and Officers 2 1.6 Effect on Capital Stock and Stock Rights 2 1.7 Adjustments to Conversion Ratio 3 1.8 Exchange Procedures 3 1.9 Stock Transfer Books 5 1.10 Dissenting Shares 5 1.11 The Closing 5 1.12 Further Assurances; Post-Closing Cooperation 5 1.13 Section 368 Reorganization 6 1.14 Shareholder Representative.
THE MERGER 2 1.1. The Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger 2 1.4. Merger Consideration 2 1.5. Effect of Merger on Company Securities 2 1.6. Governing Documents and Officers and Directors 3 1.7. Section 368 Reorganization 3 1.8. Further Actions 3 1.9. Escrow 3 1.10 Surrender of Company Securities and Disbursement of Stockholder Merger Consideration 4 II.
The Company shall have received an opinion of Schiff ----------- ▇▇▇▇▇▇ & ▇▇▇▇▇ in form and substance reasonably satisfactory to the Company on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a Section 368 Reorganization and (ii) each of Parent and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code.
THE MERGER 2 1.1. The Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger 2 1.4. Merger Consideration 2 1.5. Effect of Merger on Company Securities 2 1.6. Governing Documents and Officers and Directors 3 1.7. Section 368 Reorganization 3 1.8. Further Actions 3 1.9. Escrow 4 1.9. Surrender of Company Securities and Disbursement of Stockholder Merger Consideration 4 II.
Each Securityholder acknowledges and agrees that he, she or it is responsible for paying his, her or its own Taxes, including any adverse Tax consequences that may result if the First Merger and the Second Merger are determined not to qualify as a Section 368 Reorganization.