Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 47 contracts
Samples: Agreement and Plan of Merger and Reorganization (BullsNBears.com, Inc.), Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Flint Telecom Group Inc.), Agreement and Plan of Merger (Flint Telecom Group Inc.), Agreement and Plan of Merger and Reorganization (Bumgarner Enterprises Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests.
Appears in 11 contracts
Samples: Agreement and Plan of Reorganization (American Xtal Technology), Agreement and Plan of Reorganization (Quickturn Design Systems Inc), Agreement and Plan of Merger (Mastering Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Income Tax Regulations ("Treasury Regulations").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Workstream Inc), Merger Agreement (Workstream Inc), Agreement and Plan of Merger (Workstream Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling of interests. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Synagro Technologies Inc), Agreement and Plan of Merger (Inbrand Corp), Agreement and Plan of Merger (Tyco International LTD /Ber/)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under GAAP. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Individual Inc), Agreement and Plan of Merger and Reorganization (Desktop Data Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests."
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Concord Communications Inc), Agreement and Plan of Reorganization (Appliedtheory Corp), Agreement and Plan of Reorganization (Red Hat Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax RegulationsCode and a pooling of interests for accounting purposes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Omega Research Inc), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Radix Marine Inc), Agreement and Plan of Merger (K2 Digital Inc), Agreement and Plan of Merger (Modern MFG Services Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan of tax free reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 2 contracts
Samples: Plan and Agreement of Reorganization (Nhancement Technologies Inc), Plan and Agreement of Reorganization (Nhancement Technologies Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. It is also intended by the parties hereto that the Merger shall be treated as a "pooling for interests" for accounting purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.. (b) It is intended by the parties hereto that the Merger shall be treated as a purchase for accounting purposes. 1.11
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Red Brick Systems Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) 354 and 1.368-3(a) 361 of the United States Income Tax Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Data Systems Network Corp), Agreement and Plan of Merger (Tekinsight Com Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a tax-free plan of reorganization within the meaning of Section 368 of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling-of-interests. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atmi Inc), Agreement and Plan of Merger (Atmi Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under GAAP. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations promulgated under the Code. SECTION 1.13.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Megatest Corp), Exhibit 2 Agreement and Plan of Merger (Teradyne Inc)
Tax and Accounting Consequences. (a) It is intended by the parties Parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.. 4
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Broadcast Com Inc)
Tax and Accounting Consequences. (a) It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 1 contract
Samples: Merger Agreement (Orcad Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests. 1.12
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto Parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synagro Technologies Inc)
Tax and Accounting Consequences. (a) It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. The parties hereto intend that the Merger be accounted for as a "purchase" transaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Appnet Inc /De/)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that (a) the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code and (b) this Agreement as shall constitute a "plan of reorganization" reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Income Tax RegulationsCode.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. It is intended by the parties hereto that the Merger shall be treated as a "pooling" for accounting purposes.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is ----------------- intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan (Individual Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Citadel Technology Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (ii) qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationspurchase transaction.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "βplan of reorganization" β within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (China Voice Holding Corp.)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exe Technologies Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a tax free reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aladdin Systems Holdings Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. No party to this Agreement shall take any action inconsistent with such treatment.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Broadcast Com Inc)
Tax and Accounting Consequences. (a) It For federal income tax purposes, it is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc)
Tax and Accounting Consequences. (a) It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.. (b) The parties hereto intend that the Merger shall qualify for accounting treatment as a pooling of interests. 1.11
Appears in 1 contract
Samples: Merger Agreement (Summit Design Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (b) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Informix Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dwango North America Corp)
