Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 50 contracts
Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Community Bankers Trust Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 368 of the Code.
Appears in 40 contracts
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Sontra Medical Corp), Agreement and Plan of Merger and Reorganization (SP Holding CORP)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 36 contracts
Samples: Agreement and Plan of Merger (Independent Bank Group, Inc.), Agreement and Plan of Merger (American National Bankshares Inc.), Agreement and Plan of Merger (Atlantic Union Bankshares Corp)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 36 contracts
Samples: Agreement and Plan of Reorganization, Agreement and Plan of Merger (Adamis Pharmaceuticals Corp), Agreement and Plan of Merger (Convio, Inc.)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute 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 35 contracts
Samples: Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/), Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Hopfed Bancorp Inc)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute be, and is hereby adopted as, a “plan of reorganization” reorganization for purposes of Sections 354 and 361 of the Code.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Westport Innovations Inc), Agreement and Plan of Merger (Fuel Systems Solutions, Inc.), Agreement and Plan of Merger (Gramercy Property Trust Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Mech Financial Inc), Agreement and Plan of Merger (Newmil Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of as that term is used in Sections 354 and 361 of the Code.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Berkshire Hills Bancorp Inc), Agreement and Plan of Merger (Lakeland Bancorp Inc), Agreement and Plan of Merger (Berkshire Hills Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of under Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 12 contracts
Samples: Orrf Voting Agreement (Orrstown Financial Services Inc), Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (PCSB Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Periphonics Corp), Agreement and Plan of Merger (FTM Media Inc), Agreement and Plan of Merger (FTM Media Inc)
Tax Consequences. It is intended that the Merger Mergers, taken together, shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Heartland Financial Usa Inc), Agreement and Plan of Merger (Umb Financial Corp), Agreement and Plan of Merger (Discover Financial Services)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (1st Constitution Bancorp), Agreement and Plan of Merger (1st Constitution Bancorp), Agreement and Plan of Merger (Lakeland Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” 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 Section 368 of the Code.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Carey International Inc), 1 Agreement and Plan of Merger (Cognex Corp), Agreement and Plan of Merger (Us Bancorp /Or/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Reliance Bancorp Inc), Agreement and Plan of Merger (First Usa Inc), Agreement and Plan of Merger (Baybanks Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that the parties hereto hereby adopt this Agreement shall constitute as a “plan of reorganization” for purposes within the meaning of Sections 354 1.368-2(g) and 361 1.368-3(a) of the CodeTreasury Regulations promulgated thereunder.
Appears in 9 contracts
Samples: Agreement and Plan of Reorganization (Prosperity Bancshares Inc), Agreement and Plan of Reorganization (Texas United Bancshares Inc), Agreement and Plan of Reorganization (Texas United Bancshares Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 9 contracts
Samples: Interference Agreement (Quadramed Corp), Agreement and Plan of Merger (Quadramed Corp), Acquisition Agreement and Plan of Merger (Quadramed Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Codesuch purposes.
Appears in 8 contracts
Samples: And Restated Agreement and Plan of Merger (Medley Capital Corp), Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Sierra Income Corp)
Tax Consequences. It is intended that the Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Parkway Acquisition Corp.), Agreement and Plan of Merger (Gb&t Bancshares Inc), Agreement and Plan of Merger (Republic Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Suntrust Banks Inc), Agreement and Plan of Merger (Alamosa Holdings Inc), Agreement and Plan of Merger (National Commerce Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of under Section 368(a) of the Code, and that this the Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 8 contracts
Samples: Voting Agreement (Mayflower Bancorp Inc), Voting Agreement (Independent Bank Corp), Agreement and Plan of Merger (Independent Bank Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of as that term is used in Sections 354 and 361 of the Code.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (CB Financial Services, Inc.), Agreement and Plan of Merger (FedFirst Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Winthrop Resources Corp), Agreement and Plan of Merger (First Interstate Bancorp /De/), 1 Agreement and Plan of Merger (Wells Fargo & Co)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code, ”) and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 Section 368 of the CodeCode and the Treasury Regulations thereunder.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Tower Bancorp Inc), Agreement and Plan of Merger (Susquehanna Bancshares Inc), Agreement and Plan of Merger (Abington Bancorp, Inc./Pa)
Tax Consequences. It is intended that the 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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc), Agreement and Plan of Merger (Pinnacle Financial Partners Inc), Agreement and Plan of Merger (Pinnacle Financial Partners Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hispanamerica Corp), Agreement and Plan of Merger (Innovative Drug Delivery Systems Inc), Realco Inc /Nm/
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Center Bancorp Inc), Agreement and Plan of Merger (Center Bancorp Inc), Agreement and Plan of Merger (Dime Community Bancshares Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (TCF Financial Corp), Agreement and Plan of Merger (Huntington Bancshares Inc/Md), Agreement and Plan of Merger (Professional Holding Corp.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of or reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (FNB Corp/Fl/), Agreement and Plan of Merger (BCSB Bancorp Inc.), Agreement and Plan of Merger (FNB Corp/Fl/)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute 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 5 contracts
Samples: Agreement and Plan of Merger (First Connecticut Bancorp, Inc.), Agreement and Plan of Merger (Cobiz Financial Inc), Agreement and Plan of Merger (Suffolk Bancorp)
Tax Consequences. It is intended that the 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 purposes within the meaning of Sections 354 and 361 of the CodeTreasury Regulation Section 1.368-2(g).
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Oritani Financial Corp), Agreement and Plan of Merger (Valley National Bancorp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (1st United Bancorp, Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(2)(D) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Provant Inc), Agreement and Plan of Merger (Bridgestreet Accommodations Inc), Agreement and Plan of Merger (Provant Inc)
Tax Consequences. It is intended The parties intend that the Merger shall will constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Focus Universal Inc.), Agreement and Plan of Merger (Focus Universal Inc.), Agreement and Plan of Merger (Indigo-Energy, Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement and the Plan of Merger shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Employment Agreement (FCB Financial Corp), Agreement and Plan of Merger (State Financial Services Corp), Agreement and Plan of Merger (Home Bancorp of Elgin Inc)
Tax Consequences. It it is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(2)(D) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bridgestreet Accommodations Inc), Agreement and Plan of Merger (Bridgestreet Accommodations Inc), Agreement and Plan of Merger (Bridgestreet Accommodations Inc)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 354, 361 and 361 368 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (New Senior Investment Group Inc.), Agreement and Plan of Merger (Ventas, Inc.), Agreement and Plan of Merger (Cousins Properties Inc)
Tax Consequences. It is intended that the Reincorporation Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” in respect of the Reincorporation Merger for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Transaction Agreement (Compass Bancshares Inc), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code, ") and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (South Financial Group Inc), Agreement and Plan of Merger (South Financial Group Inc), Agreement and Plan of Merger (South Financial Group Inc)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be, and is hereby adopted as, a “plan of reorganization” for the Merger for purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Spirit Realty Capital, Inc.), Agreement and Plan of Merger (Realty Income Corp), Agreement and Plan of Merger (Realty Income Corp)
Tax Consequences. It is intended that the Merger Merger, either alone or in conjunction with the Subsidiary Merger, shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Ds Bancor Inc), Agreement and Plan of Merger (Webster Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Susquehanna Bancshares Inc), Agreement and Plan of Merger (Sandy Spring Bancorp Inc), Agreement and Plan of Merger (Susquehanna Bancshares Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that . The parties hereto adopt this Agreement shall constitute as a “plan of reorganization” for purposes within the meaning of Treasury Regulations Sections 354 1.368-2(g) and 361 of the Code1.368-3(a).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Legato Merger Corp. Ii), Agreement and Plan of Merger (Alpine Acquisition Corp.), Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (Newmil Bancorp Inc), Agreement and Plan of Merger (First Chester County Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Civitas Bankgroup Inc), Agreement and Plan of Merger (Greene County Bancshares Inc), Agreement and Plan of Merger (LSB Bancshares Inc /Nc/)
Tax Consequences. It is intended that each of the Merger Mergers shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Supermedia Inc.), Merger Agreement (DEX ONE Corp), Agreement and Plan of Merger (DEX ONE Corp)
Tax Consequences. It is intended that the Merger Merger, either alone or in conjunction with the Institution Merger, shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sterling Financial Corp /Wa/), Stockholders Agreement (Empire Federal Bancorp Inc), Stockholders Agreement (Sterling Financial Corp /Wa/)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code, and that this the Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chittenden Corp /Vt/), Agreement and Plan of Merger (Avalon Properties Inc), Agreement and Plan of Merger (Bay Apartment Communities Inc)
Tax Consequences. It is intended that the Mergers and the Subsidiary Merger shall constitute a “reorganization” reorganizations within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement (together with the FNH Plan of Merger and the Parent Plan of Merger) shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Mafco Holdings Inc), Agreement and Plan of Reorganization (First Nationwide Parent Holdings Inc), Agreement and Plan of Reorganization (First Nationwide Holdings Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that the parties hereby adopt this Agreement shall constitute as a “plan of reorganization” for purposes within the meaning of Sections 354 1.368-2(g) and 361 1.368-3(a) of the CodeTreasury Regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Trustmark Corp), Agreement and Plan of Reorganization (Cadence Financial Corp), Employment Agreement (Trustmark Corp)
Tax Consequences. It is intended that the 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 purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Td Banknorth Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(i)(A) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Plan of Merger (Antec Corp), Agreement and Plan of Reorganization (Northern Illinois Financial Corp), Agreement and Plan of Reorganization (Premier Financial Services Inc)
Tax Consequences. It is intended that each of the Bank Merger and the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, Code and that each of the Bank Merger Agreement and this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Banknorth Group Inc/Me), Agreement and Plan of Merger (KNBT Bancorp Inc), Agreement and Plan of Merger (Northeast Pennsylvania Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code, ”) and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pointe Financial Corp), Agreement and Plan of Merger (Sun American Bancorp), Agreement and Plan of Merger (Florida Banks Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that each of Parent, Merger Sub and the Company hereby adopt this Agreement shall constitute as a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Morgan Associates Inc), Agreement and Plan of Merger (Kinder Richard D), Agreement and Plan of Merger (K N Energy Inc)
Tax Consequences. It is intended that each of the First Step Merger and the Second Step 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.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Witco Corp), Agreement and Plan of Reorganization (Arvin Industries Inc), Agreement and Plan of Reorganization (Crompton & Knowles Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization,” within the meaning of Treasury Regulation Section 1.368-2(g) as defined in Section 368 of the Code, for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (First National Bankshares of Florida Inc), Agreement and Plan of Merger (Fifth Third Bancorp), Agreement and Plan of Merger (Fifth Third Bancorp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code, and that this the Agreement shall constitute a “"plan of reorganization” " for purposes of Sections Section 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Echlin Inc), Agreement and Plan of Merger (Dana Corp), Agreement and Plan of Merger (Echlin Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute 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 3 contracts
Samples: Agreement and Plan of Merger (Community Bank System, Inc.), Agreement and Plan of Merger (Merchants Bancshares Inc), Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that . The parties hereto adopt this Agreement shall constitute as a “"plan of reorganization” for purposes " within the meaning of Sections 354 and 361 of the CodeCode and Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations, and for all relevant Tax purposes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lenco Mobile Inc.), Agreement and Plan of Merger (Lilly Eli & Co), Agreement and Plan of Merger (Applied Molecular Evolution Inc)
Tax Consequences. It is intended that the Merger and the Bank Merger shall each 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 purposes of Sections 354 the Code and 361 of the CodeTreasury Regulations promulgated thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Esb Financial Corp), Agreement and Plan of Merger (Wesbanco Inc), Agreement and Plan of Merger (Wesbanco Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “"reorganization” within the meaning of " under Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.. ARTICLE II—
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bancorp Rhode Island Inc), Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (Danvers Bancorp, Inc.)
Tax Consequences. It is intended that the Merger shall and the Subsidiary ---------------- Merger each constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: 00 Agreement and Plan of Merger (Ffy Financial Corp), Agreement and Plan of Merger (First Source Bancorp Inc), Agreement and Plan of Merger (First Place Financial Corp /De/)
Tax Consequences. It is intended by the parties that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Andover Bancorp Inc), Agreement and Plan of Merger (Home Port Bancorp Inc), Agreement and Plan of Merger (Seacoast Financial Services Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code, ”) and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc), Agreement and Plan of Merger (Investors Bancorp, Inc.), Agreement and Plan of Merger (Aros Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” for purposes of " as that term is used in Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bank United Corp), Agreement and Plan of Merger (Dime Bancorp Inc), Agreement and Plan of Merger (Washington Mutual Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is hereby adopted as, a “plan of reorganization” reorganization for purposes of Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing Date, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (S&t Bancorp Inc), Agreement and Plan of Merger (DNB Financial Corp /Pa/), Agreement and Plan of Merger (Southeastern Bank Financial CORP)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Merrill Lynch & Co., Inc.), Agreement and Plan of Merger (Merrill Lynch & Co Inc), Agreement and Plan of Merger (Bank of America Corp /De/)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mission Community Bancorp), Voting and Support Agreement (Heritage Oaks Bancorp), Agreement and Plan of Merger (State Street Corp)
Tax Consequences. It is intended that (i) the Merger shall constitute qualify as a “"reorganization” " within the meaning of Section 368(a) of the Code, and that (ii) this Agreement shall will constitute a “"plan of reorganization” for purposes " within the meaning of Sections 354 Treasury Regulation Section 1.368-2(g), and 361 (iii) the Company, Parent and Merger Sub will each be a party to the reorganization within the meaning of Section 368(b) of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Dex Media Inc), Agreement and Plan of Merger (Dex Media West LLC), Agreement and Plan of Merger (R H Donnelley Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ConnectOne Bancorp, Inc.), Agreement and Plan of Merger (Center Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Modem Media Inc), Agreement and Plan of Reorganization (Staffmark Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(2)(D) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.this
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Provant Inc), Agreement and Plan of Merger (Provant Inc)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Istar Inc.), Agreement and Plan of Merger (Equity One, Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) and (a)(2)(E) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ostex International Inc /Wa/), Iv Agreement and Plan of Merger (Inverness Medical Innovations Inc)
Tax Consequences. It is intended that the Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc), Agreement and Plan of Merger (Cavalry Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes within the meaning of Sections 354 and 361 Section 1.368-2(g) of the CodeTreasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Medical Holdings, Inc.), Agreement and Plan of Merger (Lance Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CapStar Financial Holdings, Inc.), Agreement and Plan of Merger (Old National Bancorp /In/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Camco Financial Corp), Agreement and Plan of Merger (First Place Financial Corp /De/)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Code. The parties hereto hereby adopt this Agreement as a “plan of reorganization” within the meaning of Section 368(a1.368-2(g) and Section 1.368-3(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the CodeTreasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Photomedex Inc), Agreement and Plan of Merger (Photomedex Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley National Bancorp), Agreement and Plan of Merger (Greater Community Bancorp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Agreement and this Agreement Plan shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Employment Agreement (FCB Financial Corp), Employment Agreement (Osb Financial Corp)
Tax Consequences. It is intended that the Merger Merger, either alone or in conjunction with the Institution Merger, shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Financial Corp /Wa/), Agreement and Plan of Merger (North Valley Bancorp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” ---------------- reorganization within the meaning of Section 368(a) 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whole Foods Market Inc), Agreement and Plan of Merger (Whole Foods Market Inc)
Tax Consequences. It is intended that each of the Vantage Merger and the Piedmont Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vantagesouth Bancshares, Inc.), Agreement and Plan of Merger (YADKIN FINANCIAL Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” 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 Section 368 of the CodeCode and the Treasury Regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ipcs Inc), Agreement and Plan of Merger (Horizon PCS Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyber Care Inc), Employment Agreement (Medical Industries of America Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digitas Inc), Agreement and Plan of Merger (DST Systems Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of under Section 368(a368(a)(1)(A) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the CodeCode and Section 1.368-2(g) of the Treasury Regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DCB Financial Corp), Agreement and Plan of Merger (First Commonwealth Financial Corp /Pa/)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that the parties hereto hereby adopt this Agreement shall constitute as a “"plan of reorganization” for purposes " within the meaning of Sections 354 1.368-2(g) and 361 1.368-3(a) of the CodeTreasury Regulations promulgated thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Prosperity Bancshares Inc), Agreement and Plan of Reorganization (Provident Bankshares Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that each of Parent, Sub and the Company hereby adopt this Agreement shall constitute as a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K N Energy Inc), Agreement and Plan of Merger (Sempra Energy)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Home Mortgage Holdings Inc), Agreement and Plan of Merger (Apex Mortgage Capital Inc)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “"reorganization” " within the meaning of Section 368(a368 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, Code and Treas. Reg. Sections 1.368-2(g) and 1.368-3(a). It is intended by the parties that this Agreement the Merger shall constitute qualify for accounting treatment as a “plan of reorganization” for purposes of Sections 354 and 361 of the Codepurchase.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger (Eclipsys Corp)
Tax Consequences. It is intended that both the Merger shall constitute and the Subsequent Merger be consummated pursuant to one integrated plan which qualifies as a “reorganization” within the meaning of reorganization under Section 368(a368(a)(1)(A) of the Code, and that this . This Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.. 2.6
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chittenden Corp /Vt/), Agreement and Plan of Merger (Chittenden Corp /Vt/)
Tax Consequences. It is intended that the Merger and the Subsequent Merger, taken together, shall constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alberto Culver Co), Agreement and Plan of Merger (Regis Corp)
Tax Consequences. It is intended that the Merger shall constitute constitutes a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Provident Bankshares Corp), Agreement and Plan of Merger (First Citizens Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the “Code”), and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Community First Financial Corp), Agreement and Plan of Reorganization (American National Bankshares Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations promulgated thereunder (the “Code”), and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Alliance Bancorporation), Agreement and Plan of Merger (Western Liberty Bancorp)
Tax Consequences. It is intended that the Merger shall ---------------- constitute a “reorganization” reorganization within the meaning of Section 368(aSections 368(a)(1)(A) and 368(a)(2)(D) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graphic Industries Inc), Agreement and Plan of Merger (Graphic Industries Inc)
Tax Consequences. It is intended by the parties that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the CodeCode (and any comparable provision of state law), and that the parties hereby adopt this Agreement shall constitute as a “plan of reorganization” for purposes within the meaning of Sections 354 1.368-2(g) and 361 1.368-3(a) of the CodeTreasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Guaranty Bancshares Inc /Tx/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Docucorp Inc), Agreement and Plan of Merger (Whole Foods Market Inc)
