Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 141 contracts
Samples: Agreement and Plan (First Virtual Communications Inc), Document Agreement and Plan of Merger (Titan Corp), Agreement and Plan of Merger (Cuseeme Networks Inc)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby 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 Treasury Income Tax Regulations.
Appears in 30 contracts
Samples: Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger (Cea Acquisition Corp), Agreement and Plan of Merger (Tremisis Energy Acquisition Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 14 contracts
Samples: Agreement and Plan of Merger and Reorganization (Vsi Enterprises Inc), Agreement and Plan of Merger and Reorganization (Rf Micro Devices Inc), Agreement and Plan of Merger and Reorganization (Exelixis Inc)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby 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 Treasury Income Tax Regulations.
Appears in 12 contracts
Samples: Agreement and Plan of Reorganization (Trio Merger Corp.), Agreement and Plan of Merger (Cab-Tive Advertising, Inc.), Agreement and Plan of Merger (Multi Link Telecommunications Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (SyntheMed, Inc.), Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc), Agreement and Plan of Merger and Reorganization (Amis Holdings Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 7 contracts
Samples: Employment Agreement (CLS Holdings USA, Inc.), Agreement and Plan of Merger (Rita Medical Systems Inc), Agreement and Plan of Merger (Multilink Technology Corp)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc), Agreement and Plan of Merger and Reorganization (Luna Innovations Inc), Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties 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 Treasury Regulations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Avatech Solutions Inc), Agreement and Plan of Merger and Reorganization (Discovery Partners International Inc), Agreement and Plan of Merger (Nitromed Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pocket Games Inc.), Agreement and Plan of Merger (Pocket Games Inc.), Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Stemcells Inc), Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Agreement and Plan of Merger (Biosante Pharmaceuticals Inc)
Tax Consequences. For federal income tax Tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 4 contracts
Samples: Voting and Lock Up Agreement (Tapimmune Inc.), Agreement and Plan of Merger (Opexa Therapeutics, Inc.), Agreement and Plan of Merger (Signal Genetics, Inc.)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc), Agreement and Plan of Merger and Reorganization (Brain Scientific Inc.), Agreement and Plan of Merger and Reorganization (NEUROONE MEDICAL TECHNOLOGIES Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties 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 Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poniard Pharmaceuticals, Inc.), Voting Agreement (Corautus Genetics Inc), Agreement and Plan of Merger and Reorganization (Novacea Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Resonate Blends, Inc.), Agreement and Plan of Merger and Reorganization (DropCar, Inc.), Agreement and Plan of Merger (Pioneer Power Solutions, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this 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 Treasury Regulations).
Appears in 4 contracts
Samples: Share Exchange Agreement (Tixfi Inc.), Merger and Share Exchange Agreement (Future Healthcare of America), Merger Agreement (Kalahari Greentech Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. 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 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Broadcast International Inc), Agreement and Plan of Merger and Reorganization (Opnext Inc), Agreement and Plan of Merger and Reorganization (Oclaro, Inc.)
Tax Consequences. For federal income tax purposes, the The Merger is intended by the Parties to constitute qualify as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code. The parties to this Agreement hereby Parties 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 applicable Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Caesars Acquisition Co)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties 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 Treasury IRS Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (United American Companies Inc), Agreement and Plan of Merger and Reorganization (Providence Capital I Inc), Agreement and Plan (Gourmet Station Inc)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto and SSCI that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Vons Companies Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Applied Nanoscience Inc.), Agreement and Plan of Merger (Pacific Vision Group Inc), Merger Agreement (Capital Title Group Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cleanspark, Inc.), Agreement and Plan of Merger (Wikisoft Corp.), Agreement and Plan of Merger (Lifequest World Corp.)
Tax Consequences. For federal income tax purposes, It is intended by the Parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code. The parties to this Agreement hereby 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 Treasury Income Tax Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fuse Medical, Inc.), Agreement and Plan of Merger (Golf Rounds Com Inc), Agreement and Plan of Merger (Golf Rounds Com Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Heckmann CORP), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger and Reorganization (Global Sports Inc)
Tax Consequences. For federal Federal income tax purposes, it is intended that the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and that this Agreement hereby adopt this Agreement as constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (On2com Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Nivalis Therapeutics, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger and Reorganization (Macromedia Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Agreement and Plan of Merger and Reorganization (Senseonics Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Regado Biosciences Inc)
Tax Consequences. For federal income tax purposes, It is intended by the Parties that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulation Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Industries Corp), Agreement and Plan of Merger (Rayovac Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement Parties hereby adopt this Agreement as a "plan of reorganization" with respect to the Company and Sub within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sunbelt Automotive Group Inc), Agreement and Plan of Merger (Sunbelt Automotive Group Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within Tax-Free Reorganization and the meaning of Section 368 of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)
Tax Consequences. (a) For federal income tax purposes, the Corporate Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Department regulation sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Defiance Financial Corp), Agreement and Plan of Merger (Pavilion Bancorp Inc)
Tax Consequences. For U.S. federal income tax purposes, it is intended that the Merger is intended to constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties to , and this Agreement hereby adopt this Agreement constitute and be adopted as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations §§ 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipse Resources Corp), Agreement and Plan of Merger (Eclipse Resources Corp)
Tax Consequences. For federal income tax purposes, the Corporate Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Treasury Department regulation sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Defiance Financial Corp), Agreement and Plan of Merger (Combanc Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. 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 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Raven Industries Inc), Agreement and Plan of Merger and Reorganization (Broadcast International Inc)
Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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(a3T(a) of the United States Treasury Regulations.Regulations of which the
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rf Micro Devices Inc), Agreement and Plan of Merger and Reorganization (Sirenza Microdevices Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-1.368 2(g) and 1.368-1.368 3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rivulet Media, Inc.), Agreement and Plan of Merger (Bio-Matrix Scientific Group, Inc.)
Tax Consequences. For federal Federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and that this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Go2net Inc), Agreement and Plan of Merger (Lycos Inc)
Tax Consequences. For federal income tax purposes, the Merger Merger, together with the Warrant Exchange Offer, is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Transaction Bonus Payout Agreement (Invitae Corp), Transaction Bonus Payout Agreement (CombiMatrix Corp)
Tax Consequences. For U.S. federal income tax purposes, the Merger is and the Second Step Merger, considered together as a single integrated transaction, are intended to constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. The Company, Parent and Sub will each be a party to the reorganization with the meaning of Section 368(b) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Ciena Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lpath, Inc), Agreement and Plan of Merger and Reorganization (Celladon Corp)
Tax Consequences. For U.S. federal income tax purposes, 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 constitute be and is adopted as a plan of reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBTX, Inc.), Agreement and Plan of Merger (Allegiance Bancshares, Inc.)
Tax Consequences. For It is intended by the parties hereto that, for U.S. federal income tax purposes, the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a)(1)(A) and (2)(E) of the Code. The parties to Code and this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of United States Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Optium Corp), Agreement and Plan of Merger (Finisar Corp)
Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Affiliate Agreement (Ebay Inc), Agreement and Plan of Merger (Fisher Business Systems Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368( a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties shall report the Merger consistent therewith. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthaxis Inc), Agreement and Plan of Merger (BPO Management Services)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeReorganization. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Equinix Inc), Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby Parties adopt this 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 Treasury Regulations).
Appears in 2 contracts
Samples: Voting Agreement (Inotek Pharmaceuticals Corp), Voting and Lock Up Agreement (Cempra, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code that is not subject to the application of Section 367(a)(1) of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp), Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within Tax-Free Reorganization/Contribution and the meaning of Section 368 of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medytox Solutions, Inc.), Agreement and Plan of Merger (CollabRx, Inc.)
Tax Consequences. For federal income tax purposes, the The Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations. Each of the Parties shall, for U.S. federal income tax purposes, report the Merger as a reorganization within the meaning of Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Helios & Matheson Analytics Inc.), Agreement and Plan of Merger (Vbi Vaccines Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Holdings Group Inc), Agreement and Plan of Merger (Liberty Group Holdings Inc)
Tax Consequences. For federal Federal income tax purposes, the Merger is ---------------- intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and that this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)
Tax Consequences. For It is intended that, for U.S. federal income tax purposes, the Merger is intended to constitute shall qualify as a reorganization within the meaning of Section 368 368(a) of the Code and that this Agreement shall constitute a “plan of reorganization” as that term is used in Sections 354 and 361 of the Code. The parties to This Agreement should be interpreted consistent with 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 Treasury Regulationsintent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Postal Realty Trust, Inc.), Agreement and Plan of Merger (Postal Realty Trust, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Amag Pharmaceuticals Inc.), Agreement and Plan of Merger And (Allos Therapeutics Inc)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiant Systems Inc), Agreement and Plan of Merger (Radiant Systems Inc)
Tax Consequences. For federal income tax purposes, the Merger is not intended to constitute a reorganization “reorganization” within the meaning of Section 368 of the Code, and the parties will report the Merger as such for federal, state and local income tax purposes. The parties to this This Agreement hereby adopt this Agreement as does not constitute a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a tax-free reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt intend this Agreement to 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Gene Logic Inc), Agreement (Oncormed Inc)
Tax Consequences. For federal income tax purposes, the Corporate Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Department regulation sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PVF Capital Corp), Agreement and Plan of Merger (United Community Financial Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rurban Financial Corp), Agreement and Plan of Merger (Rurbanc Data Services Inc)
Tax Consequences. For It is intended that, for United States federal income tax Tax purposes, the Merger is intended to constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diversified Healthcare Trust), Agreement and Plan of Merger (Office Properties Income Trust)
Tax Consequences. For It is intended by the parties hereto that, for United States federal income tax purposes, the Merger is intended to Mergers, taken together, shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pharmacopeia Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this 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 Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)
Tax Consequences. For federal income tax purposes, It is intended by the Parties that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Health Care Property Investors Inc), Agreement and Plan of Merger (American Health Properties Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salton Inc), Agreement and Plan of Merger (Certegy Inc)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Speedfam Ipec Inc), Agreement and Plan of Merger and Reorganization (Novellus Systems Inc)
Tax Consequences. For federal income tax purposes, the The Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeCode for federal income tax purposes, and the Parties will take all commercially reasonable steps in furtherance thereof, including (without limitation) the making of all required filings and the keeping of all required records. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368ss.ss.1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bartels Williams H), Agreement and Plan of Merger (Pia Merchandising Services Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization "reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger and Reorganization (Lycos Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Crimson Exploration Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) 2 and 1.368-3(a) 3 of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.), Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Myos Rens Technology Inc.)
Tax Consequences. For U.S. federal income tax Tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" within ” for purposes of Section 354 and 361 of the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which Yumanity, Merger Sub and the Company are parties under Section 368(b) of the United States Treasury RegulationsCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.)
Tax Consequences. For It is intended that for U.S. federal income tax purposes, the Merger is intended to constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, and this Agreement is hereby adopted as the plan of reorganization for purposes of Sections 354, 361, and 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" Code and within the meaning of Sections Treasury regulation section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
Tax Consequences. For federal income tax purposes, the Merger is Mergers, taken together, are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.. 1.12
Appears in 1 contract
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeCode §368. The parties 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 Treasury Regulations.
Appears in 1 contract
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. Parent shall, and shall cause the Surviving Corporation to, report to the extent required by the Code or the Treasury Regulations thereunder, the Merger for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cancervax Corp)
Tax Consequences. For federal income tax purposes, the Merger is Mergers, taken together, are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Borland Software Corp)
Tax Consequences. For U.S. federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization reorganizations within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Triquint Semiconductor Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations. Notwithstanding anything contained herein to the contrary, neither party is making any representation to the other party that the Merger and the transactions contemplated hereby will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g2(c) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Placeware Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code in a transaction intended to qualify as a statutory merger under Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(E) of the Code. The parties Parties to this Agreement hereby adopt this 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 Treasury Regulations).
Appears in 1 contract
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manufacturers Services LTD)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ebay Inc)
Tax Consequences. For federal income tax purposes, the Merger is Mergers, taken together, are intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterprise Acquisition Corp.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeReorganization. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Tax Consequences. For federal Federal income tax purposes, the Merger is ---------------- intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 1 contract
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Zev Ventures Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Merger Agreement (Vasogen Inc)
Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sigmatel Inc)
Tax Consequences. For U.S. federal income tax Tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" within ” for purposes of Section 354 and 361 of the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which Organovo, Merger Sub and Buyer are parties under Section 368(b) of the United States Treasury RegulationsCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(B) (1)(A) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan (Alpha Fibre Inc)
Tax Consequences. For It is intended by the parties that, for United States federal income tax purposes, the Merger is intended to constitute qualify as a reorganization within tax-free “reorganization” under the meaning provisions of Section 368 368(a)(2)(E) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulation Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
Tax Consequences. For It is intended that the Merger and the Final Merger, considered together as a single integrated transaction for federal income tax purposes, the Merger is intended to constitute shall qualify as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code. The parties to this , and that the Agreement hereby adopt this Agreement as shall constitute a "“plan of reorganization" within the meaning ” for purposes of Sections 1.368-2(g) 354 and 1.368-3(a) 361 of the United States Treasury RegulationsCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeInternal Revenue Code of 1986, as amended. The parties 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 Treasury Regulations.
Appears in 1 contract
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” (within the meaning of Section 368 368(a) of the Code). The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” (within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Tax Consequences. For The parties intend that, for federal income tax purposes, the Merger Mergers shall constitute an integrated transaction that is intended to constitute characterized as a merger of Company into Buyer and that qualifies as a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code and that Buyer, Merger Sub, LLC Sub and Company are parties to such reorganization within the meaning of Section 368(b) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Reg. §§ 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
Samples: Registration Rights Agreement (Amn Healthcare Services Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code, and the Parties agree to report the Merger and all related transactions consistently therewith. The parties Parties also agree to this Agreement take such actions as may be reasonably required to cause the Merger to be treated as a qualifying reorganization and to take no action which would disqualify the Merger from reorganization status under Section 368 of the Code. The Parties hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a1.368(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spectrum Sciences & Software Holdings Corp)
Tax Consequences. For federal income tax purposes, the Merger ---------------- is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Template Software Inc)
