Accounting and Tax Treatment. Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.
Accounting and Tax Treatment. Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger to qualify, and to take no action which would cause the Merger not to qualify, for treatment as a pooling of interests for accounting purposes and as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.
Accounting and Tax Treatment. The parties agree (a) to structure this transaction as a tax-free exchange, and (b), as more fully described in Section 9.6 to this Agreement, to treat this transaction for accounting purposes as a pooling-of-interests transaction and to take all actions necessary to characterize the transaction as such.
Accounting and Tax Treatment. Neither Old Kent nor, to the best of its knowledge, any of its affiliates, has taken or agreed to take any action or knows of any reason that, with respect to Old Kent and its affiliates, would prevent Old Kent from accounting for the business combination to be effected by the Merger as a pooling-of-interests. Old Kent is aware of no reason why the Merger will fail to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.
Accounting and Tax Treatment. Each party undertakes and agrees to use its reasonable efforts to cause the Merger to qualify for treatment as a "reorganization" within the meaning of Section 368(a), including Section 368(a)(1)(A) and (a)(2)(D), of the Code for federal income tax purposes, and each party covenants and agrees that each representation made by such party in the certificates executed by or on behalf of such party and attached to the tax opinion of Xxxxxx & Xxxxxxxx referred to in Section 9.1(c) is true and correct. Notwithstanding the foregoing, no party shall have any liability to any other party in the event the Merger ultimately is determined not to qualify as a "reorganization" within the meaning of Section 368(a) of the Code as a result of a breach of any covenant or representation in such certificates by the Shareholders.
Accounting and Tax Treatment. The parties to this Agreement intend that the Merger shall be treated as a reorganization under Section 368(a) of the Code.
Accounting and Tax Treatment. The Seller will treat the transfer of the Transferred Assets to the Issuer pursuant to this Agreement as a capital contribution (in part) and sale (in part) of such Transferred Assets (which allocation between capital contribution and sale will be determined in accordance with Section 2.02 hereof) for financial reporting and accounting purposes. The Seller will treat the transfer of the Transferred Assets as a transfer to an entity disregarded as separate from its owner for U.S. federal, state and local income tax purposes;
Accounting and Tax Treatment. During the Term of this Plan of Merger, Old Kent and CFSB each agree not to take any action that would adversely affect the ability of Old Kent to treat the Merger as a pooling- of-interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code; provided, that nothing in this Plan of Merger shall limit Old Kent's ability to exercise its rights under the Option Agreement. Old Kent and CFSB each agree to take such action as may be reasonably required to negate the impact of any past actions, if any, that might adversely impact the ability of Old Kent to treat the Merger as a pooling-of-interests.
Accounting and Tax Treatment. Each of SFG and MNB agrees not to take any actions subsequent to the date of this Agreement that would adversely affect the ability to treat the Merger as a "pooling-of-interests" in accordance with GAAP or MNB or the shareholders of MNB to characterize the Merger as a tax-free reorganization under Section 368(a) of the IRC, and each of SFG and MNB agrees to take such action as may be reasonably required, if such action may be reasonably taken to reverse the impact of any past actions which would adversely impact the ability of SFG or MNB (as the case may be) to treat the Merger as a "pooling-of-interests" for accounting purposes or for the Merger to be characterized as a tax-free reorganization under Section 368(a) of the IRC.
Accounting and Tax Treatment. 31 8.10 STATE TAKEOVER LAWS.............................31 8.11
