Tax Consequences of the Merger. It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Joinder Agreement (DiamondPeak Holdings Corp.), Agreement and Plan of Merger (L3 Technologies, Inc.), Agreement and Plan of Merger (B. Riley Financial, Inc.)
Tax Consequences of the Merger. It is intended that that, for U.S. federal income tax purposes, (i) the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (ii) Parent, the Company and Merger Sub shall each be a party to such reorganization within the meaning of Section 368(b) of the Code, and that (iii) this Agreement is intended to be and is adopted as a “plan of reorganization” for within the purposes meaning of Sections 354 354, 361 and 361 368 of the CodeCode and the applicable Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rada Electronic Industries LTD), Agreement and Plan of Merger (Leonardo DRS, Inc.)
Tax Consequences of the Merger. It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be be, and is hereby is, adopted as a “plan of reorganization” for the purposes of Sections 354 354, 361 and 361 368 of the CodeCode and within the meaning of Section 1.368-2(g) of the United States Treasury Regulations (the “Intended Tax Treatment”).
Appears in 1 contract
Tax Consequences of the Merger. It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code. ARTICLE III DELIVERY OF MERGER CONSIDERATION; PROCEDURES FOR SURRENDER 3.1.
Appears in 1 contract
Samples: Execution Version Agreement and Plan of Merger (Harris Corp /De/)
Tax Consequences of the Merger. It The Merger is intended that the Merger shall to qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the CodeCode and the Tax Regulations thereunder, and that this Agreement is intended each of the Parties agrees to be and is adopted cooperate in order to qualify the transaction as a “plan of tax-free reorganization” , and to report the Merger for the federal and state income tax purposes of Sections 354 and 361 of the Codein a manner consistent with such characterization.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Optio Software Inc)
