Section 368 Reorganization definition

Section 368 Reorganization shall have the meaning set forth in the fifth "whereas" clause of this Agreement.
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Section 368 Reorganization means, if the Acquisition is structured as a transaction qualifying as a reorganization under Section 368 of the Code, that transaction.
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Section 368 Reorganization has the meaning set forth in Section 1.5(a).
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Examples of Section 368 Reorganization in a sentence

  • The parties will report consistently with such intended tax treatment and take all commercially reasonable actions necessary to cause the Mergers to qualify as a Section 368 Reorganization, and no party will take any action or position before a Governmental Entity that is inconsistent with such Tax treatment unless otherwise required by a change in law or pursuant to a determination within the meaning of Section 1313(a) of the Code.

  • Section 368 Reorganization 57 ARTICLE 9 CONDITIONS TO THE MERGER Section 9.01.

  • While the Section 368 Reorganization presented an opportunity for Privateer to avoid significant tax liability, Privateer’s Charter created a significant problem for the Privateer Founders.

  • The Company shall have received an opinion of Xxxxxx Xxxxxx & Xxxxx in form and substance reasonably satisfactory to the Company on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a Section 368 Reorganization and (ii) each of Parent and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code.

  • Finally, assume that once X raises its smokestack at a cost of $50, Y can prevent the harm by installing a in contrast, criminal liability is unlikely where the first party deliberately invests in inefficient precautions.

  • THE MERGER 2 1.1. The Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger 2 1.4. Merger Consideration 2 1.5. Effect of Merger on Company Securities 2 1.6. Governing Documents and Officers and Directors 3 1.7. Section 368 Reorganization 3 1.8. Further Actions 3 1.9. Escrow 4 1.10.

  • THE MERGER 2 1.1. The Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger 2 1.4. Merger Consideration 2 1.5. Effect of Merger on Company Securities 2 1.6. Governing Documents and Officers and Directors 3 1.7. Section 368 Reorganization 3 1.8. Further Actions 3 1.9. Escrow 4 1.9. Surrender of Company Securities and Disbursement of Stockholder Merger Consideration 4 II.

  • THE MERGER 2 1.1. The Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger 2 1.4. Merger Consideration 2 1.5. Effect of Merger on Company Securities 2 1.6. Governing Documents and Officers and Directors 3 1.7. Section 368 Reorganization 3 1.8. Further Actions 3 1.9. Escrow 3 1.10 Surrender of Company Securities and Disbursement of Stockholder Merger Consideration 4 II.

  • The Company shall have received an opinion of Schiff ----------- Xxxxxx & Xxxxx in form and substance reasonably satisfactory to the Company on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a Section 368 Reorganization and (ii) each of Parent and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code.

  • Each Securityholder acknowledges and agrees that he, she or it is responsible for paying his, her or its own Taxes, including any adverse Tax consequences that may result if the First Merger and the Second Merger are determined not to qualify as a Section 368 Reorganization.


More Definitions of Section 368 Reorganization

Section 368 Reorganization means a transaction which is intended by the parties to qualify as a "reorganization" within the meaning of Section 368 of the Code and which complies with the provisions of Section 8 of the Stockholders Agreement.
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Section 368 Reorganization. Section 2.10 “Securities Act” Schedule A “Singapore Companies Act” Schedule A
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Related to Section 368 Reorganization

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Internal Distribution has the meaning set forth in the recitals.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Business Combination Transaction means:

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Bank Merger has the meaning set forth in the recitals.

  • Second Merger has the meaning set forth in the Recitals.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).