Transfer and Exchange definition
Examples of Transfer and Exchange in a sentence
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 the Initial Merger and the Acquisition Transfer and Exchange is determined not to qualify for the Acquisition Intended Tax Treatment.
Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Initial Merger and Acquisition Transfer and Exchange for the Acquisition Intended Tax Treatment.
Upon and subject to the terms and conditions set forth in this Agreement, on the Closing Date, immediately (or within a reasonable amount of time not to exceed two (2) Business Days) after the Initial Merger Effective Time, Shareholder shall Transfer all of the Company Shares to Purchaser in exchange for the issuance to Shareholder of the Closing Exchange Consideration thereby completing the Acquisition Transfer and Exchange.
For U.S. federal income tax purposes, each of the Parties intends that the Initial Merger, together with the Acquisition Transfer and Exchange will qualify as a single tax-free transaction constituting an exchange under Section 351 of the Code, or that each of the Initial Merger and the Acquisition Contribution and Exchange will constitute a “reorganization” within the meaning of Section 368(a) of the Code (the “Acquisition Intended Tax Treatment”).