Tax and Accounting Consequences. It is intended that the Merger shall constitute a "reorganization" within the meaning of Section 368(a) of the Code, that this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 and 361 of the Code and that the Merger shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP").
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Mercantile Bancorporation Inc), Agreement and Plan of Merger (Comerica Inc /New/), Agreement and Plan of Merger (Wells Fargo & 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) 368 of the Code, that . The parties hereto adopt this Agreement shall constitute as a "plan of reorganization" for within the purposes meaning of Sections 354 1.368-2(g) and 361 1.368-3(a) of the Code and that the Merger shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP")United States Income Tax Regulations.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Onvia Com Inc), Agreement and Plan of Merger (Worldres Com Inc)
Tax and Accounting Consequences. It is intended that the First Step Merger and the Second Step Merger shall each constitute a "reorganization" reorganization within the meaning of Section 368(a) of the Code, that this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 and 361 of the Code and that the Merger shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP").
Appears in 6 contracts
Samples: Agreement and Plan (Star Banc Corp /Oh/), Agreement and Plan of Reorganization (Banc One Corp /Oh/), Agreement and Plan (Firstar Corp /Wi/)
Tax and Accounting Consequences. It is intended that the Merger shall constitute a "reorganization" within the meaning of Section 368(a) of the Code, that this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 354, 361 and 361 368 of the Code and that the Merger shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP").
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Bankboston Corp), Agreement and Plan of Merger (Fifth Third Bancorp), Agreement and Plan of Merger (Old Kent Financial Corp /Mi/)
Tax and Accounting Consequences. 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 Code, that Code (and this Agreement shall is intended to constitute a "plan of reorganization" reorganization for the purposes of Sections 354 and 361 Section 368(a) of the Code Code) and that the Merger shall be accounted (b) qualify for accounting treatment as a "pooling of interests" under generally accepted accounting principles (purchase."GAAP").
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Form of Agreement of Merger (Cobalt Networks Inc)
Tax and Accounting Consequences. It is intended that the Reincorporation Merger shall constitute a "“reorganization" ” within the meaning of Section 368(a368(a)(1)(F) of the Code, Code and that this Agreement shall constitute a "“plan of reorganization" ” for the purposes of Sections 354 and 361 of the Code and that the Merger shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP")Code.
Appears in 2 contracts
Samples: Business Combination Agreement (Liberty Acquisition Holdings Corp.), Business Combination Agreement (Liberty Acquisition Holdings Corp.)
Tax and Accounting Consequences. 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 Code, that this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 and 361 368 of the Code and that the Merger shall (b) be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cytation Com Inc), Agreement and Plan of Merger (Cytation Com Inc)
Tax and Accounting Consequences. It is intended that the Reincorporation Merger and the Second Step Merger shall each constitute a "reorganization" reorganization within the meaning of Section 368(a) of the Code, that this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 and 361 of the Code and that the Merger shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP").
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Firstar Corp /Wi/), Agreement and Plan of Reorganization (Star Banc Corp /Oh/)
Tax and Accounting Consequences. 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 Code, that Code (and this Agreement shall is intended to constitute a "plan of reorganization" reorganization for the purposes of Sections 354 and 361 Section 368(a) of the Code Code) and that the Merger shall be accounted (b) qualify for accounting treatment as a "pooling of interests" under generally accepted accounting principles ("GAAP")“purchase.”
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Artisan Components Inc)
Tax and Accounting Consequences. It is intended by the parties that (i) the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368(a368(a)(1)(A) of the Code, that (ii) this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 and 361 Section 368 of the Code and that (iii) the Merger shall be accounted qualify for as a "pooling of interests" accounting treatment under generally accepted accounting principles ("GAAP")Accounting Principles Board Opinion No. 16 and SEC Accounting Series Release Numbers 130 and 135, as amended.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quality Semiconductor Inc)
Tax and Accounting Consequences. It is intended that the Reincorporation Merger shall constitute a "reorganization" within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 and 361 of the Code and that the Merger shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP")Code.
Appears in 1 contract
Tax and Accounting Consequences. It is intended that the Merger shall constitute a "reorganization" within the meaning of Section 368(a) of the Code, that this Agreement shall constitute a "plan of reorganization" for the purposes of Sections 354 and 361 of the Code and that the Merger shall be accounted for as a "pooling of interestsReverse Merger" under generally accepted accounting principles ("GAAP").
Appears in 1 contract
Tax and Accounting Consequences. It is intended that each of the Merger Mergers shall constitute a "reorganization" within the meaning of Section 368(a) of the Code, that this Agreement shall constitute a "plan of reorganization" as to each of the Mergers for the purposes of Sections 354 and 361 of the Code and that the Merger Mergers shall be accounted for as a "pooling of interests" under generally accepted accounting principles ("GAAP").
Appears in 1 contract
