Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 14 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Comcast Corp), Agreement and Plan of Merger (Time Warner Cable Inc.)
Tax Treatment. Neither None of the Company nor Company, any of its Affiliates Subsidiaries or any of its affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Sorrento Networks Corp), Agreement and Plan of Merger (Ecost Com Inc), Agreement and Plan of Merger (Pfsweb Inc)
Tax Treatment. Neither the Company nor any of its Affiliates Subsidiaries has taken or agreed to take any action, action or is aware knows of any fact or circumstance, that would prevent or impede, or would be reasonably likely to prevent or impede, the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Atlas Capital Holdings, Inc.), Agreement and Plan of Merger (Centex Corp), Agreement and Plan of Merger (Pulte Homes Inc/Mi/)
Tax Treatment. Neither the Company Buyer nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 5 contracts
Samples: Merger Agreement (Charmed Homes Inc.), Merger Agreement (Aabb Inc), Merger Agreement (Century Park Pictures Corp)
Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken any action or agreed to take any action, or is aware knows of any fact fact, agreement, plan or circumstance, other circumstance that would prevent could pose a material risk to the status of the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (PLX Technology Inc), Agreement and Plan of Merger and Reorganization (Harmonic Inc), Agreement and Plan (C Cube Microsystems Inc)
Tax Treatment. Neither the Company nor nor, to the Company’s knowledge, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Offer and the Merger together from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fastclick Inc), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken any action or agreed to take any action, or is aware knows of any fact fact, agreement, plan or circumstance, other circumstance that would is reasonably likely to prevent the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Fusion Medical Technologies Inc), Agreement and Plan of Merger (Verso Technologies Inc), Agreement and Plan of Merger (MCK Communications Inc)
Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”)Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mariner Energy Inc), Agreement and Plan of Merger (Plains Exploration & Production Co), Agreement and Plan of Merger (Pogo Producing Co)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstancecircumstances, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”)Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Alcide Corp), Agreement and Plan of Merger (Intelidata Technologies Corp), Agreement and Plan of Merger (Corillian Corp)
Tax Treatment. Neither the Company nor any of its the Company’s Affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “reorganization within the meaning of Section 368 Reorganization”)of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp), Agreement and Plan of Merger (Sealand Natural Resources Inc), Agreement and Plan of Merger (Rimrock Gold Corp.)
Tax Treatment. Neither the Company nor any of its Affiliates Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nexstar Pharmaceuticals Inc), Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Warburg Pincus Investors Lp)
Tax Treatment. Neither To its Knowledge, after consulting with its Tax counsel, neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would could reasonably be expected to prevent the Merger from constituting a transaction qualifying as a reorganization within the meaning of Section 368 under section 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concentra Operating Corp), Agreement and Plan of Merger (Concentra Operating Corp)
Tax Treatment. Neither None of the Company nor Company, any of its Affiliates Subsidiaries or any of the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MobileBits Holdings Corp), Agreement and Plan of Merger (Corgentech Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would be reasonably likely to prevent the First Merger and the Second Merger, treated as a single integrated transaction, from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Charles River Laboratories International Inc), Agreement and Plan of Merger (Inveresk Research Group Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”"). The Company operates at least one significant historic business line, or owns at least a significant portion of its historic business assets, in each case within the meaning of Treasury Regulation 1.368-1(d).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McData Corp), Agreement and Plan of Merger (Computer Network Technology Corp)
Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of under Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avant Corp), Agreement and Plan of Merger (Synopsys Inc)
Tax Treatment. Neither the Company Bank nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 2 contracts
Samples: Agreement of Merger (Xenith Bankshares, Inc.), Agreement and Plan of Merger (Mercantile Bankshares Corp)
Tax Treatment. Neither the Company nor nor, to the knowledge of the Company, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Simplex Solutions Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or caused to be taken, agreed to take any action, or cause to be taken or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exxon Mobil Corp), Agreement and Plan of Merger (Xto Energy Inc)
Tax Treatment. Neither the Company nor nor, to the knowledge of the Company, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (K2 Inc), Agreement and Plan of Merger (Rawlings Sporting Goods Co Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”"REORGANIZATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Afc Cable Systems Inc), Agreement and Plan of Merger (Afc Cable Systems Inc)
Tax Treatment. Neither the Company nor any of its Affiliates Company Parent has taken or agreed to take any action, action or is aware of any fact facts or circumstance, circumstances that would might prevent or impede the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Dyncorp), Agreement and Plan of Reorganization (Tekinsight Com Inc)
Tax Treatment. Neither the Company nor any of its Affiliates ------------- affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newport Corp), Newport Corp
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
Tax Treatment. Neither the Company nor Company Subsidiary or, to the knowledge of the Company, any of its Affiliates the Company’s affiliates, has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstances that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citizens Republic Bancorp, Inc.), Agreement and Plan of Merger (Firstmerit Corp /Oh/)
Tax Treatment. Neither None of the Company, any Company Subsidiary nor any of its the Company’s Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. To the Company’s knowledge, there is no agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Tularik Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centillium Communications Inc), Agreement and Plan of Merger (Netiq Corp)
Tax Treatment. Neither None of the Company nor or any of its Affiliates the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan, fact or other circumstance that would reasonably be expected to prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RespireRx Pharmaceuticals Inc.), Agreement and Plan of Merger (Cortex Pharmaceuticals Inc/De/)
Tax Treatment. Neither the Company nor nor, to the Company's knowledge, any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Offer and the Merger together from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fotoball Usa Inc), Agreement and Plan of Merger and Reorganization (Brass Eagle Inc)
Tax Treatment. Neither the Company nor any of its Affiliates Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstancecircumstance with respect to Company or its Subsidiaries, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lockheed Martin Corp), Agreement and Plan of Merger (Titan Corp)
Tax Treatment. Neither the Company nor any of its Affiliates the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EQM Technologies & Energy, Inc.), Agreement and Plan of Merger (Beacon Energy Holdings, Inc.)
Tax Treatment. Neither None of the Company nor or any of its Affiliates Subsidiaries or, to the knowledge of the Company, any of their affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Fermavir Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Inhibitex, Inc.)
Tax Treatment. Neither the Company nor any of its Affiliates affiliates ------------- has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section section 368 of the Code (a “"368 Reorganization”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inference Corp /Ca/), Agreement and Plan of Merger (Inference Corp /Ca/)
Tax Treatment. Neither the Company nor nor, to the Company's knowledge, any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”REORGANIZATION").
Appears in 2 contracts
Samples: Agreement and Plan (Diamond Multimedia Systems Inc), Agreement and Plan (Diamond Multimedia Systems Inc)
Tax Treatment. Neither None of the Company nor any of Company, its Affiliates affiliates or its Subsidiaries has taken any action or agreed to take any action, or is aware knows of any fact fact, arrangement, agreement, plan or circumstance, other circumstance that would be reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pioneer Hi Bred International Inc), Agreement and Plan of Merger (Dupont E I De Nemours & Co)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”REORGANIZATION").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monroe James Bancorp Inc), Agreement and Plan of Merger (Sandy Spring Bancorp Inc)
Tax Treatment. Neither the Company Caremark nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CVS Corp), Agreement and Plan of Merger (Caremark Rx Inc)
Tax Treatment. Neither the Company nor any of its Subsidiaries or Affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 1 contract
Tax Treatment. Neither the Company nor Company, any Subsidiary, any Shareholder nor, to the best knowledge of the Company, any of its Affiliates the Company’s affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc)
Tax Treatment. Neither the Company nor nor, to the Knowledge of the Company, any of its Affiliates the Company’s affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Tax Treatment. Neither None of the Company, any Company Subsidiary nor any of its the Company's Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Tax Treatment. Neither None of the Company, any Affiliate of the Company nor or any of its Affiliates Stockholder has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning under of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Valueclick Inc/Ca)
Tax Treatment. Neither None of the Company nor any of its the Company's Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synthetic Turf Corp of America)
Tax Treatment. Neither the Company (including any of its subsidiaries) nor any of its Affiliates affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code. Section 2.22.
Appears in 1 contract
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelers Property Casualty Corp)
Tax Treatment. Neither the Company nor any of its Affiliates Subsidiaries, nor to the Company’s knowledge, any of its other Affiliates, has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artisan Components Inc)
Tax Treatment. Neither the Company nor nor, to the Company's knowledge, any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”").
Appears in 1 contract
Samples: Agreement and Plan (S3 Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a ““ 368 ReorganizationReorganization ”).
Appears in 1 contract
Samples: Agreement and Plan of Merger
Tax Treatment. Neither the Company nor or any of its Subsidiaries nor, to the knowledge of the Company, any of their Affiliates has taken or has agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger or the Second Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Tax Treatment. Neither None of the Company nor Company, any of its Affiliates Subsidiaries or any of the Company’s affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhone Technologies Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “"368 Reorganization”REORGANIZATION").
Appears in 1 contract
Tax Treatment. Neither None of the Company nor or any of its Affiliates the Company’s affiliates has taken or taken, has agreed to take, or will take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Tax Treatment. Neither the Company nor or any of its Affiliates Subsidiaries nor, to the knowledge of the Company, any of their Affiliates, directors of officers has taken or has agreed to take any action, or is aware of any fact or circumstance, action that would prevent the First-Step Merger or the Second-Step Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Tax Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SCM Microsystems Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken any action or agreed to take any action, or is aware knows of any fact fact, agreement, plan or circumstance, other circumstance that would prevent could pose a material risk to the status of the Merger from qualifying as a reorganization within under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coyote Network Systems Inc)
Tax Treatment. Neither the Company nor any of its Affiliates directors, officers or Members has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent interfere with the status of the Merger from qualifying as a reorganization within the meaning of Section 368 under Sections 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Argonaut Technologies Inc)
Tax Treatment. Neither the Company nor any of its Affiliates affiliates has knowingly taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De)
Tax Treatment. Neither None of the Company, any Company nor Subsidiary or, to the knowledge of the Company, any of its Affiliates the Company's affiliates has taken or agreed to take any actiontake, or is aware of will take or will agree to take, any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”"reorganization" within the meaning of Section 368(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ocular Sciences Inc /De/)
Tax Treatment. Neither the The Company nor any of its Affiliates has not taken or agreed to take any action, or is aware and does not have any Knowledge of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Eagle Bancorp Inc)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nortel Networks Corp)
Tax Treatment. Neither the Company nor any of its Affiliates Bank Subsidiary has taken or agreed to take any action, or is aware and does not have any Knowledge of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Franklin Financial Corp)
Tax Treatment. Neither the Company nor any of its Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code (a “368 Reorganization”).
Appears in 1 contract
Tax Treatment. Neither the The Company nor any of its Affiliates has not taken or agreed to take any action or failed to take any action, or nor is the Company aware of any fact facts or circumstancecircumstances, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 section 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Semiconductor Inc)
Tax Treatment. Neither the Company nor any of its ------------- Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as constituting a reorganization within qualifying under the meaning provisions of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Tax Treatment. Neither the Company nor any of its Affiliates affiliates has taken or agreed to take any action, action or is aware of any fact or circumstance, circumstance that would prevent the Merger from qualifying as a reorganization within the meaning of Section section 368 of the Code (a “"368 Reorganization”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sensory Science Corp)
Tax Treatment. Neither None of the Company nor Shareholders, the Company, or any of its Affiliates the Company's Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Isle of Capri Casinos Inc)
Tax Treatment. Neither None of the Company, any Company Subsidiary ------------- nor any of its the Company's Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Tax Treatment. Neither None of the Company nor any of its Affiliates has taken or agreed to take any action, or action that is aware of any fact or circumstance, that would reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (a “368 Reorganization”)Code.
Appears in 1 contract
Tax Treatment. Neither None of the Company nor any of its Affiliates Subsidiaries has taken or agreed to take any action, or action that is aware of any fact or circumstance, that would reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. Neither the Company, nor any of its Subsidiaries is aware of any fact, agreement, plan or other circumstance that is reasonably likely to prevent the Merger from qualifying as a “368 Reorganization”).reorganization within the meaning of Section 368(a) of the Code. Section 3.25
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Generation Systems Inc)
Tax Treatment. Neither None of the Company nor Company, any of its Subsidiaries or, to the knowledge of the Company, any of the Company’s Affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”)reorganization within the meaning of Section 368(a) of the Code.
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Tax Treatment. Neither None of the Company, any Company nor Subsidiary or, to the knowledge of the Company, any of its Affiliates the Company’s affiliates has taken or agreed to take any actiontake, or is aware of will take or will agree to take, any fact or circumstance, action that would prevent the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code (Code. The Company is not aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying as a “368 Reorganization”reorganization” within the meaning of Section 368(a).
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Samples: Agreement and Plan of Merger (Cooper Companies Inc)
