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(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 6 contracts
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Webvan Group Inc), Agreement and Plan of Reorganization (Petrex Corp)
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(a) 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto hereby adopt this Agreement Plan 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 6 contracts
Samples: Agreement and Plan of Merger (F&m Bancorporation Inc), Stock Option Agreement (Citizens Banking Corp), Agreement and Plan of Merger (Citizens Banking Corp)
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(a) 368 of the CodeCode and (ii) 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 6 contracts
Samples: Iv 6 Agreement and Plan of Merger (International Imaging Materials Inc /De/), Iv 6 Agreement and Plan of Merger (Paxar Corp), Agreement and Plan of Merger (Hunter Terry L)
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(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 Treasury Regulations.
Appears in 5 contracts
Samples: Agreement and Plan (Telcom Semiconductor Inc), Agreement and Plan of Reorganization (Novell Inc), Agreement and Plan of Reorganization (Quantum Effect Devices 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(a) 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 4 contracts
Samples: Agreement and Plan of Merger (Copper Valley Minerals LTD), Agreement and Plan (TechAlt, Inc.), Agreement and Plan of Reorganization (Dtomi 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(a) 368 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) be accounted for financial reporting purposes as a purchase. 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 3 contracts
Samples: Agreement and Plan of Reorganization (Fiberstars Inc /Ca/), Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Treas. Reg. Sections 1.368-2(g) and 1.368-3(a) of ). It is intended by the United States Income Tax Regulationsparties that the Merger shall qualify for accounting treatment as a purchase.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger (Eclipsys 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(a) 368 of the Code, and each of the parties hereto will use its commercially reasonable efforts to cause the Merger to be treated as such a reorganization. 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 3 contracts
Samples: Agreement and Plan of Reorganization (Network Associates Inc), Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (McAfee Associates 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(a368(a)(1)(a) and 368(a)(2)(E) 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 shall consistently treat the Merger as such a reorganization for all Tax reporting purposes. The parties also intend that the Merger be treated as a pooling of interests for accounting purposes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Netgateway Inc), Agreement and Plan of Merger (Galaxy Enterprises Inc /Nv/)
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(a) of the Code. The parties hereto adopt this Agreement 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 3 contracts
Samples: Shareholder Agreement (Integrated Measurement Systems Inc /Or/), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp)
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(a) of the Code. The parties hereto adopt this Agreement , 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fullnet Communications Inc), Agreement and Plan of Reorganization (Maxtor Corp)
Tax and Accounting Consequences. (a) A. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) 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 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Infocure Corp), Agreement and Plan of Merger and Reorganization (Medical Dynamics 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(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 Treasury Regulations.. (b) It is intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests. 1.11
Appears in 2 contracts
Samples: Exhibit 1 Agreement and Plan of Reorganization (Usweb Corp), 27 Agreement and Plan (CKS Group 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(a) of the Code. The parties hereto adopt this Agreement Code and shall be accounted for 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.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Agile Software Corp), Agreement and Plan of Reorganization (Agile Software Corp)
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(a) 368 of the CodeCode and (ii) 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 1.368-1.368- 3(a) of the United States Income Tax Treasury Regulations.. Section 1.12
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall shall: (i) constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto adopt this Agreement ; 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 2 contracts
Samples: Agreement and Plan of Merger (Smaha Stephen E), Agreement and Plan of Merger (Trusted Information Systems 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(a) of the Code. The parties hereto adopt Code and (ii) qualify for accounting treatment as a pooling of interests, and that this Agreement as constitutes a "plan of reorganization" within reorganization as defined in the meaning of Sections 1.368-2(g) and 1.368-3(a) Treasury Regulations under Section 368 of the United States Income Tax RegulationsCode.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lam Research Corp), Agreement and Plan of Merger (Lam Research Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto Parties that the Merger shall (i) constitute a reorganization within the meaning of Section 368(a) 368 of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a purchase. 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 2 contracts
Samples: Agreement and Plan of Merger (Access Plans Inc), Agreement and Plan of Merger (Access Plans USA, 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(a) 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 2 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Terra Tech 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(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Federal Income Tax Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imall Inc), Agreement and Plan of Merger (At Home Corp)
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(a) section 368 of the Code, 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 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 (Lci International Inc /Va/), Agreement and Plan of Merger (U S Long Distance Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368(a) 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 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger (Pumatech Inc)
Tax and Accounting Consequences. (a) It is intended by the parties ------------------------------- hereto that the Merger shall constitute qualify as a reorganization within under the meaning provisions of Section 368(aSections 368(a)(1)(A) and 368(a)(2)(E) of the Code. The parties hereto adopt this Agreement Code and 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 for accounting purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger and Reorganization (E Trade Group 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(a) 368 of the Code. The It is also intended by the parties hereto adopt this Agreement that the Merger shall be treated as a "plan pooling of reorganizationinterests" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsfor accounting purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neopath Inc), Agreement and Plan of Merger (Autocyte Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the transaction effected by the Merger shall (i) constitute a reorganization within the meaning of Section 368(a) of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under generally accepted accounting principles and the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). 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 2 contracts
Samples: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Renaissance Worldwide 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(a) of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under applicable accounting standards. 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 2 contracts
Samples: Agreement and Plan of Merger (Gt Interactive Software Corp), Agreement and Plan of Merger (Microprose Inc/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(a) 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.. 1.12
Appears in 2 contracts
Samples: Exhibit 2 Agreement and Plan of Reorganization (Allegro New Media Inc), Agreement and Plan of Reorganization (Allegro New Media 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(a) 368 of the CodeCode and (ii) 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 1.368-1.368- 3(a) of the United States Income Tax Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Registry Inc), Agreement and Plan of Merger (Registry 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(a) 368 of the Code. The parties hereto adopt this Agreement Code and 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."
Appears in 2 contracts
Samples: Merger Agreement and Plan (Ziasun Technologies Inc), Merger Agreement and Plan (Ziasun Technologies 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(a) 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 1.368-1.368- 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 Merger (Sterling Software Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a EXHIBIT 10.4 reorganization within the meaning 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 (Standard Drilling, Inc.)
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(a) 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
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(a) 368 of the CodeCode and the regulations promulgated thereunder 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 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(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(gSection 1.3682(g) and 1.368-3(a1.3683(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silicon Valley Group 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(a) 368 of the Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code. The parties hereto adopt this Agreement ) 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 1 contract
Samples: Affiliate Agreement (Inktomi Corp)
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(a) 368 of the Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code. The parties hereto adopt this Agreement ) 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 1 contract
Samples: Affiliate Agreement (Inktomi Corp)
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(a) 368 of the Code. The parties 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 (North American Oil & Gas 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(a) 368 of the Code. The parties hereto adopt this Agreement Code and 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 Regulations“purchase.”
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Omnitek Engineering 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(a) 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 accounting purposes, although neither party shall have the right to terminate this Agreement or decline to close if such accounting treatment is not available.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Softdesk Inc)
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(a) 368 of the CodeCode and (b) qualify for accounting treatment as a pooling-of-interests under GAAP. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 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 and Reorganization (Micrel Inc)
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(a) 368 of the Code. The parties hereto adopt Code and (b) qualify for accounting treatment under the purchase method, and that this Agreement as constitutes a "plan of reorganization" reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) 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(a) 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 "purchase" for accounting purposes.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc)
Tax and Accounting Consequences. (a) i. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto adopt the Merger Agreement and this Agreement Plan of Merger as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g1.368 -2(g) and 1.368-3(a1.368 -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 (i) constitute a reorganization within the meaning of Section 368(a) 368 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) be accounted for financial reporting purposes as a purchase. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 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 (Critical Path 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(a) 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368pooling-2(g) and 1.368of-3(a) of the United States Income Tax Regulationsinterests.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adept 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(a) 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 Regulations.interests. 1.12
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
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(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) Section 368 of the United States Income Tax RegulationsCode and (ii) be accounted for under purchase accounting.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Socket Communications Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger Mergers shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto adopt adopted 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 (First Busey Corp /Nv/)
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(a) 368 of the Code. The parties hereto adopt this Agreement as a "plan Plan of reorganizationMerger" 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
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(a) of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368(a) of the Code) and (b) 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."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cobalt Networks 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(a) 368 of the CodeCode and (ii) 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 Regulations. Each party has consulted with its own tax advisers and accountants with respect to the tax and accounting consequences of the Merger.
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger Mergers shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto adopt adopted 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 (Tarpon Coast Bancorp 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(a) 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under generally accepted accounting principles. 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 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(a) of the Code. The parties hereto adopt this Agreement 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
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization within under the meaning provisions of Section 368(aSections 368(a)(1)(A) and 368(a)(2)(E) of the Code. The parties hereto adopt this Agreement Code and 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 for accounting purposes.
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(a) 368 of the CodeCode and (b) 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 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 Reorganization (Novellus Systems 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(a) 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. No party to this Agreement shall take any action inconsistent with such treatment. 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 Reorganization (Russo Paul M)
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(a) 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 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall (a) constitute a reorganization "reorganization" within the meaning of Section 368(a) of the CodeCode and (b) qualify for accounting treatment as a purchase transaction. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations, with respect to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PLX Technology 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(a) 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 qualify for accounting treatment as a pooling of interests. 1.12
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Metatools Inc)
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(a) 368 of the CodeCode and (b) 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 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 Reorganization (Gasonics International 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(a) of the Code. The parties hereto adopt this Agreement Code and shall be accounted for 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."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E Piphany 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(a) 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 1 contract
Samples: Agreement and Plan of Reorganization (Kana Communications 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(a) 368 of the Code. 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 1 contract
Samples: Agreement and Plan of Merger (American Physicians Service Group Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that each of the Merger Mergers shall constitute a reorganization within the meaning of Section 368(a) 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Treas. Reg. 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 (Rock Financial Corp/Mi/)
Tax and Accounting Consequences. (a) It is intended by the parties hereto VMARK and UNIDATA that the Merger shall (i) constitute a reorganization within the meaning of Section 368(a) of the Code, and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto VMARK and UNIDATA 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.. ARTICLE II
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of IRC Section 368(a) of the Code368. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Treasury Regulations 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 and Reorganization (Usa Talks Com Inc)
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(a) of 368 the Code. The parties hereto adopt this Agreement , 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, if possible, but if not then as a purchase.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Surge Components Inc)
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(a) 368 of the CodeCode and (b) qualify for accounting treatment as a purchase-of-interests. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 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 Reorganization (Essex Portfolio Lp)
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(a368 the Code and (ii) of the Code. The parties hereto adopt this Agreement 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
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368(a) 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 1.368-1.368- 3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Softbank America 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(a) 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Act Manufacturing 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(a) 368 of the Code. The parties hereto hereon 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 Reorganization (Omega Ventures 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(a) 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 Reorganization (Technoconcepts, 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(a368(a)(1)(A) of the Code by reason of Section 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) 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 "purchase" for accounting purposes.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Edwards J D & Co)
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(a) of the Code. The parties hereto adopt this Agreement intend that the Merger shall be treated 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 for accounting purposes.
Appears in 1 contract
