Common use of Certain Tax Agreements Clause in Contracts

Certain Tax Agreements. The Parties intend to adopt this Agreement and Merger as a tax-free reorganization under Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended. The parties shall not take a position on any tax return or engage in any activities inconsistent with this Section 1.6. The adoption of this Agreement and the approval of the Merger by the Company Shareholders shall constitute the agreement by each Company Shareholder that, without limiting the foregoing: (a) Such Company Shareholder has not sold, exchanged, transferred or disposed of Company Shares in contemplation of the Merger except as disclosed on Schedule 1.6 attached hereto, and such Company Shareholder has no present intent to and will not sell, exchange, transfer, dispose of or receive any such stock in contemplation of the Merger, nor has such Company Shareholder entered into any discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of such stock. (b) Such Company Shareholder is not subject to any obligation to sell, exchange, transfer or otherwise dispose of all or any Purchaser Shares to be received by such Company Shareholder in the Merger. Such Company Shareholder has not entered into any discussion or negotiations with regard to the possible sale, exchange, transfer or other disposition of all or any of the Purchaser Shares. Such Company Shareholder has no plan or intent to engage in any transaction or arrangement that would reduce such Company Shareholder's risk of ownership in any way, including, without limitation, a short sale, hedging transaction or otherwise, with respect to any or all of such Purchaser Shares.

Certain Tax Agreements. The Parties intend to adopt this Agreement ---------------------- and Merger as a tax-free reorganization under Section 368(a)(2)(D368(a) of the Internal Revenue Code of 1986, as amended, (the "Code"). The parties Parties shall not take a position on any tax return or engage in any activities inconsistent with this Section 1.61.13. The adoption of this Agreement and the approval of the Merger by the Company Shareholders shall constitute the agreement by each Company Shareholder that, without Without limiting the foregoingforegoing each Stockholder agrees that: (a) Such Company Shareholder Stockholder has not sold, exchanged, transferred or disposed of Company Shares or received any shares of the Company's capital stock in contemplation of the Merger except as disclosed on Schedule 1.6 1.13 attached hereto, and such Company Shareholder -------- ---- Stockholder has no present intent to and will not sell, exchange, transfer, dispose of or receive any such the Company's capital stock in contemplation of the Merger, nor has such Company Shareholder Stockholder entered into any discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of such capital stock. (b) Such Company Shareholder Stockholder is not subject to any obligation to sell, exchange, transfer or otherwise dispose of all or any Purchaser Shares of the Common Stock of PQC to be received by such Company Shareholder Stockholder in the Merger. Such Company Shareholder Stockholder has not entered into any discussion discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of all or any of the Purchaser SharesCommon Stock. Such Company Shareholder Stockholder has no plan or intent to engage in any transaction or arrangement that would reduce such Company ShareholderStockholder's risk of ownership in any way, including, including without limitation, limitation a short sale, hedging transaction or otherwise, with respect to all or any or all of such Purchaser SharesCommon Stock.

Certain Tax Agreements. The Parties intend to adopt this ---------------------- Agreement and Merger as a tax-free reorganization under Section 368(a)(2)(D368(a) of the Internal Revenue Code of 1986, as amended, (the "Code"). The parties Parties shall not take a position on any tax return or engage in any activities inconsistent with this Section 1.61.13. The adoption of this Agreement and the approval of the Merger by the Company Shareholders shall constitute the agreement by each Company Shareholder that, without Without limiting the foregoingforegoing each Stockholder agrees that: (a) Such Company Shareholder Stockholder has not sold, exchanged, transferred or disposed of Company Shares or received any shares of the Company's capital stock in contemplation of the Merger except as disclosed on Schedule 1.6 1.13 attached -------- ---- hereto, and such Company Shareholder Stockholder has no present intent to and will not sell, exchange, transfer, dispose of or receive any such the Company's capital stock in contemplation of the Merger, nor has such Company Shareholder Stockholder entered into any discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of such capital stock. (b) Such Company Shareholder Stockholder is not subject to any obligation to sell, exchange, transfer or otherwise dispose of all or any Purchaser Shares of the Common Stock of PQC to be received by such Company Shareholder Stockholder in the Merger. Such Company Shareholder Stockholder has not entered into any discussion discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of all or any of the Purchaser SharesCommon Stock. Such Company Shareholder Stockholder has no plan or intent to engage in any transaction or arrangement that would reduce such Company ShareholderStockholder's risk of ownership in any way, including, including without limitation, limitation a short sale, hedging transaction or otherwise, with respect to all or any or all of such Purchaser SharesCommon Stock.

Certain Tax Agreements. The Parties intend to adopt this ---------------------- Agreement and Merger as a tax-free reorganization under Section 368(a)(2)(D368(a) of the Internal Revenue Code of 1986, as amended, (the "Code"). The parties Parties shall not take a position on any tax return or engage in any activities inconsistent with this Section 1.61.13. The adoption of this Agreement and the approval of the Merger by the Company Shareholders shall constitute the agreement by each Company Shareholder that, without Without limiting the foregoingforegoing each Stockholder agrees that: (a) Such Company Shareholder Stockholder has not sold, exchanged, transferred or disposed of Company Shares or received any shares of the Company's capital stock in contemplation of the Merger except as disclosed on Schedule 1.6 1.13 attached hereto, and such Company Shareholder ------------- Stockholder has no present intent to and will not sell, exchange, transfer, dispose of or receive any such the Company's capital stock in contemplation of the Merger, nor has such Company Shareholder Stockholder entered into any discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of such capital stock. (b) Such Company Shareholder Stockholder is not subject to any obligation to sell, exchange, transfer or otherwise dispose of all or any Purchaser Shares of the Common Stock of PQC to be received by such Company Shareholder Stockholder in the Merger. Such Company Shareholder Stockholder has not entered into any discussion discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of all or any of the Purchaser SharesCommon Stock. Such Company Shareholder Stockholder has no plan or intent to engage in any transaction or arrangement that would reduce such Company ShareholderStockholder's risk of ownership in any way, including, including without limitation, limitation a short sale, hedging transaction or otherwise, with respect to all or any or all of such Purchaser SharesCommon Stock.