Affiliate Agreements; Tax Treatment. (a) Target shall identify in a letter to Parent all Persons who are, on the date hereof, “affiliates” of Target, as such term is used in Rule 145 under the Securities Act. Target shall use commercially reasonable efforts to cause its respective affiliates to deliver to Parent not later than 10 days prior to the date of the Parent Special Meeting, a written agreement substantially in the form attached as Exhibit 7.18, and shall use commercially reasonable efforts to cause Persons who become “affiliates” after such date but prior to the Closing Date to execute and deliver agreements at least 5 days prior to the Closing Date.
(b) Each party shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any subsidiary of such party from taking, any actions which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.
Affiliate Agreements; Tax Treatment. (a) Stone shall identify in a letter to Wave all Persons who are, on the date hereof, “affiliates” of Stone, as such term is used in Rule 145 under the Securities Act. Stone shall use all reasonable efforts to cause its respective affiliates to deliver to Wave not later than 10 days prior to the date of the Wave Special Meeting, a written agreement substantially in the form attached as Exhibit 7.15, and shall use all reasonable efforts to cause Persons who become “affiliates” after such date but prior to the Closing Date to execute and deliver agreements at least 5 days prior to the Closing Date.
(b) Each party shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any Subsidiary of such party from taking, any actions which could prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the Code.
Affiliate Agreements; Tax Treatment. (a) Dynegy and Illinova will identify in a letter to Newco all Persons who are, on the date hereof, "affiliates" of Dynegy or Illinova, as the case may be, as such term is used in Rule 145 under the Securities Act. Dynegy and Illinova will use their reasonable efforts to cause their respective affiliates to deliver to Newco not later than 10 days prior to the date of the Dynegy and Illinova Special Meetings, a written agreement substantially in the form attached as Exhibit 8.17, and will use their reasonable efforts to cause Persons who become "affiliates" after 68 70 such date but prior to the Closing Date to execute and deliver these agreements at least 5 days prior to the Closing Date.
(b) Each party will use all reasonable best efforts to cause the Mergers to qualify, and will not take, and will use all reasonable best efforts to prevent any subsidiary of such party from taking, any actions which could prevent the Mergers from qualifying, as a contribution of assets to Newco under Section 351 of the Code.
Affiliate Agreements; Tax Treatment. (a) OEI shall identify in a letter to Seagull all persons who are, on the date hereof, "affiliates" of OEI, as such term is used in Rule 145 under the Securities Act. OEI shall use all reasonable efforts to cause its respective affiliates to deliver to Seagull not later than 10 days prior to the date of the OEI Special Meeting, a written agreement substantially in the form attached hereto as Exhibit 7.18, and shall use all reasonable efforts to cause persons who become "affiliates" after such date but prior to the Closing Date to execute and deliver agreements at least 5 days prior to the Closing Date.
(b) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any subsidiary of such party from taking, any actions which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.
Affiliate Agreements; Tax Treatment. (a) Company shall identify in a letter to Parent all persons who are, on the date hereof or prior to the Effective Time, "affiliates" of Company, as such term is used in Rule 145 under the Securities Act. Company shall use all reasonable efforts to cause its respective affiliates to deliver to Parent not later than 20 business days after the date of this Agreement a written agreement substantially in the form attached hereto as EXHIBIT C.
(b) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, nor permit any of its Subsidiaries to take, any actions which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.
Affiliate Agreements; Tax Treatment. (a) Section 6.11(a) of the Marquee Disclosure Schedule lists the names and addresses of those persons who are, in Marquee's reasonable judgment, "affiliates" of Marquee within the meaning of Rule 145 under the Securities Act (each, a "Marquee Affiliate"). Marquee shall use all best efforts to obtain Affiliate Agreements in the form of Exhibit C hereto ("Affiliate Agreements") from (i) at least 30 days prior to the Effective Time, each of the officers, directors and stockholders of Marquee specified in Section 6.11(a) of the Marquee Disclosure Schedule and (ii) any person who may be deemed to have become an Marquee Affiliate (under Rule 145 under the Securities Act) after the date of this Agreement and on or prior to the Effective Time as soon as practicable after the date on which such person attains such status. Each party hereto shall use its best efforts to cause the Merger to qualify as a reorganization qualifying under the provisions of Section 368(a) of the Code, including, without limitation, that SFX agrees that, with respect to the Merger, it will, and will cause the Surviving Corporation to, satisfy the continuity of business enterprise requirements within the meaning of Treas. Reg. Section 1.368-1(d).
(b) Both on the date that is two days prior to the date the Proxy Statement is first mailed to stockholders of Marquee and on the date that the Merger is consummated, Marquee and SFX shall receive an opinion of Xxxxx & XxXxxxxx, reasonably satisfactory in form and substance to Marquee and its counsel Paul, Hastings, Xxxxxxxx & Xxxxxx LLP and SFX, based, in each case, upon representation letters substantially in the form of Exhibits D and E, dated on or about the date of such opinion, and such other facts and representations as counsel may reasonably deem relevant, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization qualifying under the provisions of Section 368(a) of the Code, (ii) SFX, Acquisition Sub and Marquee will each be a party to that reorganization within the meaning of Section 368(b) of the Code, and (iii) neither the stockholders of Marquee nor Marquee shall recognize any gain or loss or dividend income for U.S. federal income Tax purposes as a result of the Merger, other than (in the case of the stockholders of Marquee) to the extent such stockholders receive cash in lieu of fractional shares in the Merger.
Affiliate Agreements; Tax Treatment. (a) The Company shall identify in a letter to Parent all Persons who are, on the date hereof, "affiliates" of the Company, as such term is used in Rule 145 under the Securities Act. The Company shall use reasonable best efforts to cause its respective affiliates to deliver to Parent not later than 10 days prior to the date of the Stockholder Meeting, a written agreement substantially in the form attached as Exhibit A, and shall use commercially reasonable efforts to cause Persons who become "affiliates" after such date but prior to the Closing Date to execute and deliver agreements at least 5 days prior to the date of the Closing.
(b) Each party shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate of such party from taking, any actions which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.
Affiliate Agreements; Tax Treatment. (a) Bargx xxxll identify in a letter to Bellwether all persons who are, on the date hereof, "affiliates" of Bargx, xx such term is used in Rule 145 under the Securities Act. Bargx xxxll use all reasonable efforts to cause its respective affiliates to deliver to Bellwether not later than 10 days prior to the date of the Bellwether Special Meeting, a written agreement substantially in the form attached hereto as Exhibit 7.18, and shall use all reasonable efforts to cause persons who become "affiliates" after such date but prior to the Closing Date to execute and deliver agreements at least 5 days prior to the Closing Date.
(b) Each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any subsidiary of such party from taking, any actions which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.
Affiliate Agreements; Tax Treatment. (a) The Company shall identify in a letter to Parent all Persons who are, on the date hereof, “affiliates” of the Company, as such term is used in Rule 145 under the Securities Act. The Company shall use reasonable best efforts to cause its respective affiliates to deliver to Parent not later than 10 days prior to the date of the Stockholder Meeting, a written agreement substantially in the form attached as Exhibit A, and shall use commercially reasonable efforts to cause Persons who become “affiliates” after such date but prior to the Closing Date to execute and deliver agreements at least 5 days prior to the date of the Closing.
(b) Each party shall use all reasonable efforts to cause the Merger to qualify, and shall not take, and shall use all reasonable efforts to prevent any affiliate of such party from taking, any actions which could prevent the Merger from qualifying, as a reorganization under the provisions of Section 368(a) of the Code.
Affiliate Agreements; Tax Treatment. (a) Dynegy will identify in a letter to Newco all persons who are, on the date hereof, “affiliates” of Dynegy, as the case may be, as such term is used in Rule 145 under the Securities Act. Dynegy will use its reasonable efforts to cause their respective affiliates to deliver to Newco not later than 10 days before the date of the Dynegy Special Meeting, a written agreement substantially in the form attached as Exhibit 7.5, and will use their reasonable efforts to cause persons who become “affiliates” after such date but before the Closing Date to execute and deliver these agreements at least 5 days before the Closing Date.
(b) Each party will use all commercially reasonable efforts to cause the Contributions and the Merger to qualify, and will not take, and will use all commercially reasonable efforts to prevent any subsidiary of such party from taking, any actions (including taking any positions with any taxing authority) that could prevent the Contributions and the Merger from qualifying, as an Exchange under Section 351 of the Code.
(c) Each party will use all commercially reasonable efforts to cause the Xxxxxxx Sale to qualify, and will not take, and will use all commercially reasonable efforts to prevent any subsidiary of such party from taking, any actions (including taking any positions with any taxing authority) that could prevent the Xxxxxxx Sale from qualifying, as a sale or exchange of the Xxxxxxx Interests under Section 1001 of the Code.
