Share Exchange definition
Examples of Share Exchange in a sentence
None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Share Exchange Event.
Each of the Parties acknowledges and agrees that each (i) has had the opportunity to obtain independent legal and Tax advice with respect to the Transactions, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if either the Merger or the Share Exchange (or both) does not qualify as an exchange described in Section 351(a) of the Code.
The Parties hereby agree and acknowledge that, for U.S. federal income Tax purposes, the Share Exchange and the Merger, taken together, are intended to constitute a single integrated transaction and qualify as exchanges described in Section 351(a) of the Code.
None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes into cash and ADSs, if any, as set forth in Section 14.01 and Section 14.02 prior to the effective date of such Share Exchange Event.
Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇ & ▇▇▇▇ LLP shall not be required to provide any opinion regarding the tax consequences to the Seller of the Share Exchange, including without limitation whether the Intended Tax Treatment applies to the Seller.