Common use of Tax Consequences Clause in Contracts

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax U.S. Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "“reorganization" ” within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) 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 Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section reorganization described in section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations (the “Treasury Regulations”).

Tax Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. The parties shall not take any position inconsistent with the foregoing intention on any Tax Return or in any administrative or judicial proceeding, unless otherwise required by applicable Law.

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 Internal Revenue Code of 1986, as amended (the "Code") and that this Agreement shall constitute a plan of reorganization for the purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368(a)(1)(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 Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto , and adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. Each party hereto and its affiliates agree to treat the Merger as a reorganization within the meaning of Section 368 of the Code. Each party has consulted with its own tax advisors with regard to the tax consequences of the Merger.

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 Internal Revenue Code of 1986, as amended (the “Code”) and that this Agreement shall constitute a plan of reorganization for the purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "plan of reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. The parties shall not take a position on any tax return inconsistent with this Section.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 of the CodeCode and specifically as a reverse-triangular merger under Code Section 368(a)(2)(E). The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.. ARTICLE III

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States U.S. Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of U.S. Income Tax Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. Each party has consulted with its own tax advisers with respect to the tax consequences of the Merger.

Tax Consequences. It For United States federal income tax purposes, it is intended by the parties hereto that the Merger shall constitute qualify as a "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt Code and that this Agreement as constitutes a "plan of reorganization" within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations3.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986 (the "Code. The parties hereto adopt ") and that this Agreement as shall constitute a "plan of reorganization" within for the meaning purposes of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Income Tax RegulationsCode.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a "reorganization" within the meaning of reorganization described in Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and Section 1.368-3(a) of the United States U.S. Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the CodeIRC. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations promulgated under the Code (the "Treasury Regulations").

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It Unless the Merger is restructured as the Alternative Taxable Merger, it is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the each Merger shall constitute qualify as a "reorganization" within the meaning of reorganization described in Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section reorganization described in section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsRegulations (the "TREASURY REGULATIONS").

Tax Consequences. It is intended by the intention of the parties hereto that the Merger Mergers 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" within the meaning for purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. Each party hereto and its affiliates agree to treat the Merger as a reorganization within the meaning of Section 368 of the Code. Each party has consulted with its own tax advisors with regard to the tax consequences of the Merger.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the CodeCode and the regulations promulgated thereunder. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations with respect to the Merger.

Tax Consequences. It is intended by the parties hereto that the Forward Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has consulted with its own tax advisors with respect to the meaning of Sections 1.368-2(g) and 1.368-3(a) tax consequences of the United States Income Tax RegulationsMerger.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a "“reorganization" ” within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. None of the parties hereto shall take any action that would be reasonably expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a "reorganization" within the meaning of reorganization described in Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations promulgated under the Code.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Section 368(a) of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. The parties shall not take a position on any Tax Return inconsistent with this Section.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. Each party has consulted with its own tax advisers with respect to the tax consequences of the Merger.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368(a) (1) (A) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute or be a part of a "plan of reorganization" for the purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute constitutes a "reorganization" reorganization within the meaning meanings of Section 368 section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulation sections 1.368-2(g1(c) and 1.368-3(a) of the United States Income Tax Regulations2(g).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section reorganization described in section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations promulgated under the Code (the “Treasury Regulations”).

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" tax-free reorganization within the meaning of Section 368 (a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code. The parties hereto adopt "), and that this Agreement as shall constitute a "plan of reorganization" within for the meaning purposes of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Income Tax RegulationsCode.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income U.S. Treasury Regulations. Unless otherwise required by law, the parties hereto shall treat the Merger as a reorganization under Section 368 of the Code for all Tax Regulationsreporting purposes.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations promulgated under the Code (the "Treasury Regulations").

Tax Consequences. It is intended by Unless the parties hereto that undertake the Alternate Transaction, such parties intend for the Merger shall to constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the The parties hereto intend 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 purpose of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization described in Section 368(a)(2)(D) of the Code and that this Agreement shall constitute a "plan of reorganization" within for the meaning purposes of Section 368 of the Code. The parties hereto adopt this Agreement as It shall not be a "plan of reorganization" within condition to the meaning of Sections 1.368-2(g) and 1.368-3(a) consummation of the United States Income Tax RegulationsMerger that any party hereto shall have received a ruling of the Internal Revenue Service as to the federal income tax consequences of the Merger.

Tax Consequences. It is intended by the parties hereto that the Merger 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" within for the meaning purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 of the Code. The Unless this Agreement is otherwise terminated, the parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

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 Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a "plan of reorganization" for the purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.ARTICLE III ADDITIONAL CONSIDERATION 3.1

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The Code and that the parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations (the “Treasury Regulations”).

Tax Consequences. It is intended by the intention of the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368(a)(1)(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 Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

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 the purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368(a)(2)(D) of the Code, that this Agreement shall constitute a "plan of reorganization" for the purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within , and that the meaning of Sections 1.368Merger shall be tax-2(g) and 1.368-3(a) free except to the extent of the United States Income Tax Regulationslesser of the cash payable hereunder to the stockholders of the Company or the gain realized by such stockholders.

Tax Consequences. It is intended by the parties Parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Each Party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) and 1.368-3(a) tax consequences, respectively, of the United States Income Tax RegulationsMerger.

Tax Consequences. It is intended by the parties hereto that the Merger Merger, either alone or in conjunction with the Institution Merger, shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt , and that this Agreement as shall constitute a "plan of reorganization" within for the meaning of Sections 1.368-2(g) and 1.368-3(a) purposes of the United States Income Tax Regulations.Code. 1.11

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a)(1)(F) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It Subject to Section 6.04, it is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the CodeCode and the regulations promulgated thereunder. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 (a)(1)(B) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto that intend for the Merger shall constitute to qualify as a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this 'Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.4 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368(a)(1)(A) and (a)(2)(D) of the Code, and that this Agreement shall constitute a "plan of reorganization" for the purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations2.9.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall will constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

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 this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code. The parties Code and related Treasury Regulations; PROVIDED HOWEVER that no party hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsmakes any representations or warranties or any other assurances to such effect.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a1.368(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the intent of the parties hereto that the Merger shall will constitute a "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(asections 368(a)(1)(A) of the United States Income Tax RegulationsInternal Revenue Code of 1986, as amended (the "CODE") and the parties shall treat and report the transactions consistently with this intention for all purposes.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section SECTION 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections SECTION 1.368-2(g2(G) and SECTION 1.368-3(a3(A) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the "CODE") with respect to Company Stockholders other than Parent and, with respect to Parent, shall be a liquidation governed by Section 332 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.. 1.11

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a "reorganization" within the meaning of reorganization described in Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Income Tax Regulations. ARTICLE II.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt , and the Parties agree to treat the Merger consistently with this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsintention for all purposes.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a "reorganization" within the meaning of reorganization described in Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Income Tax Regulations.. ARTICLE II. EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall will constitute a "reorganization" reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code and that this Agreement constitutes a plan of reorganization for purposes of Sections 354 and 361 of the Code. Each of Emageon, Merger Sub and Ultravisual will be a party within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(b) of the United States Income Tax RegulationsCode to such reorganization.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" tax-free reorganization within the meaning of Section 368 (a)(2)(E) of the Code. The parties hereto adopt , and that this Agreement as shall constitute a "plan of reorganization" within for the meaning purposes of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Income Tax RegulationsCode.

Tax Consequences. It is intended by the intent of the parties hereto that the Merger shall constitute will be a "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Internal Revenue Code of 1986, as a amended (the "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsCODE").

Tax Consequences. It is intended by the parties Parties hereto that the Merger shall constitute a "reorganization" within the meaning of Section 368 of the Code. The Unless this Agreement is otherwise terminated, the parties hereto 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization described in Section 368(a) of the Code and that this Agreement shall constitute a "plan of reorganization" within for the meaning purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Parties shall treat the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationstransactions contemplated hereby consistently with such intention.

Tax Consequences. It is intended by the parties hereto that the Merger be consummated pursuant to a plan which qualifies as a reorganization under Section 368(a) of the Code (as defined in Section 3.12(b)). This Agreement shall constitute a "plan of reorganization" within the meaning for purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

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 this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) Code and 1.368-3(a) of the United States Income Tax related Treasury Regulations.

Tax Consequences. It is intended by the intention of the parties hereto that the Merger shall constitute a "reorganization" tax-free 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 Section 368 of the Code. The parties hereto adopt this Agreement believe that the Merger will qualify in substance to be treated as a "plan of reorganization" within the meaning of Sections 1.368tax-2(g) and 1.368-3(a) of the United States Income Tax Regulationsfree reorganization under Code Section 368(a)(1)(B).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto that to this Agreement intend for the Merger shall to constitute a "reorganization" reorganization within the meaning of Section 368 368(a)(1)(A) and Section 368(a)(2)(E) of the Code. The parties hereto Code and hereby adopt this Agreement as a the "plan of reorganization" with respect to the Merger for purposes of and within the meaning of Sections Section 1.368-2(g) and Section 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a "reorganization" reorganization within the meaning of Section 368 of the Code. The parties Parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.