Adjustments to Preserve Tax Treatment. If either the tax opinion referred to in Section 7.2(b) or the tax opinion referred to in Section 7.3(b) cannot be rendered (as reasonably determined, in each case, by the counsel charged with giving such opinion) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Buyer shall increase the Stock Conversion Number to the minimum extent necessary to enable the relevant tax opinions to be rendered.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Orrstown Financial Services Inc), Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (Camden National Corp)
Adjustments to Preserve Tax Treatment. If either the tax opinion referred to in Section 7.2(b) or the tax opinion referred to in Section 7.3(b) cannot be rendered (as reasonably determined, in each case, by the counsel charged with giving such opinion) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable U.S. federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Buyer ORRF shall increase the Stock Conversion Number Merger Consideration to the minimum extent necessary to enable the relevant tax opinions to be rendered.
Appears in 1 contract
Samples: Orrf Voting Agreement (Orrstown Financial Services Inc)
Adjustments to Preserve Tax Treatment. If either the tax opinion referred to in Section 7.2(b) or the tax opinion referred to in Section 7.3(b) cannot be rendered (as reasonably determined, in each case, by the counsel charged with giving such opinion) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Buyer shall increase the Stock Conversion Number Consideration to the minimum extent necessary to enable the relevant tax opinions to be rendered.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Orrstown Financial Services Inc)