Change of Merger Form. The Company agrees that in the event Broadcom requests that the transactions contemplated hereby be effected through a different form of merger (including a reverse triangular or forward triangular merger) than the form presently contemplated herein, and provided that the alternative form of merger is in any event intended to qualify as a tax-free reorganization, the Company shall cooperate with Broadcom in effecting the alternative form of merger and will take all reasonably necessary action towards such end, including the execution of any amendments to this Agreement (provided that such amendments relate only to the alternative form of merger and any related matters and do not include any other substantive changes not otherwise agreed between the parties).
Change of Merger Form. The Company agrees that in the event Parent requests at least five (5) Business Days prior to the Closing that the transactions contemplated hereby be effected through a different form of merger (limited to a forward merger qualifying under Code Section 368(a)(1)(A)) than the form presently contemplated herein, and provided that the alternative form of merger is in any event intended to qualify as a tax-free reorganization in the opinion of counsel to Parent and the Company, the Company shall cooperate with Parent in effecting the alternative form of merger and will take all reasonably necessary action towards such end, including, but not limited to the execution of any amendments to this Agreement (provided such amendments relate only to the alternative form of merger and any related matters and do not include any other substantive changes not otherwise agreed between the parties). The Company shall not be responsible for any Other Tax imposed on the Company, including, but not limited to, any sales or use or other transfer Tax, resulting from Parent's determination to change the form of the Merger.
Change of Merger Form. Target agrees that in the event Acquiror requests that the transactions contemplated hereby be effected through a different form of merger (including a forward triangular merger) than the form presently contemplated herein, Target shall cooperate with Acquiror in effecting the alternative form of merger and will take all reasonably necessary action towards such end, including, but not limited to the execution of any amendments to this Agreement, PROVIDED that such amendments relate only to the alternative form of merger and any related matters and do not include any other substantive changes not otherwise agreed between the parties and PROVIDED FURTHER that Acquiror shall reimburse Target for any Losses and any reasonable additional costs incurred by it in connection with any change in the form of the merger.
