Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c) or 7.3(c) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or Silver, Xxxxxxxx, Taff & Xxxxxxx LLP, respectively) 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 Purchaser shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Common Shares on the last trading day prior to the Closing Date), and decrease the Cash Consideration, to the minimum extent necessary to enable the relevant tax opinion to be rendered.
Continuity of Interest. No Shareholder has any present plan, intention or arrangement to dispose of any of the shares of Fidelity Common Stock issued hereunder in a manner that would cause the Merger to violate the continuity of shareholder interest requirement set forth in Treasury Regulation Section 1.368-1.
Continuity of Interest. This Agreement is intended to meet the requirements of Treasury Regulations section 1.368-1(e) (including Treasury Regulation section 1.368-1(e)(2)(iii)(B)) and shall be interpreted in a manner consistent therewith, such that in no event shall the number of Company Common Shares (included for purposes of “continuity of interest” within the meaning of Treasury Regulation section 1.368-1(e)) exchanged for Parent Shares (based on a fair market value of Parent Shares on the day before the date hereof) constitute less than 45% of the proprietary interests in the Company.
Continuity of Interest. Prior to the Merger, the Company’s stockholders did not dispose of any Company Common Stock to the Company or to Persons related to the Company or receive any distribution from the Company in a manner that would cause the Merger to violate the continuity of shareholder interest requirement set forth in Section 1.368-1(e) of the United States Income Tax Regulations.
Continuity of Interest. The Stockholders as a group shall not dispose of any of the MLC Common Shares received in the transaction in a manner that would cause the transaction to violate the continuity of stockholder interest requirement set forth in Treas. Reg. Section 1.368-1(b). Any Stockholder wishing to dispose of any MLC Common Shares received in the transaction within two years of the Effective Time shall provide MLC written notice, not less than 15 days prior to the intended date of disposition, specifying the number of shares which such Stockholder proposes to dispose of and an opinion of counsel reasonably satisfactory to MLC that such transfer or disposition will not violate the continuity of stockholder interest requirement set forth in Treas. Reg. Section 1.368-1(b).
Continuity of Interest. The Shareholders shall not dispose of any of the Restricted Shares in a manner that would cause the Merger to violate the continuity of shareholder interest requirement set forth in Treasury Regulation Section 1.368-1. Any Company Shareholder desiring to dispose of any the Restricted Shares shall provide written notice to Bristol, not less than 60 days prior to the intended date of disposition, specifying the number of Restricted Shares the Company Shareholder proposes to dispose.
Continuity of Interest. Such Touch 1 Shareholder Party has no ---------------------- present plan, intention or arrangement to sell, transfer or otherwise dispose of any of Z-Tel Stock.
Continuity of Interest. Reg. Sec. 1.368-1(e) provides that the continuity of interest requirement is satisfied if a substantial part of the value of the proprietary interest in the target corporation is preserved in the reorganization. Continuity of interest requires that in substance a substantial part of the value of the proprietary interests in the target corporation be preserved in the reorganization. A proprietary interest in the target corporation is preserved if, in a potential reorganization, it is exchanged for a proprietary interest in the issuing corporation, it is exchanged by the acquiring corporation for a direct interest in the target corporation enterprise, or it otherwise continues as a proprietary interest in the target corporation. Example 1 of Reg. Sec. 1.368-1(e)(2)(v) provides that the receipt of 40% of acquiring company stock and 60% cash by target shareholders preserves a substantial part of the value of the proprietary interest in the target corporation and therefore satisfies the continuity of interest test requirement. In the Merger, stockholders of the Company will, in the aggregate, receive stock of Novume in exchange for 100% of their Company stock, except to the extent that dissenting shareholders, if any, obtain cash pursuant to their rights under the DGCL with respect to the Merger. The Company has represented, and we assume, that any dissenting shareholders should own only an immaterial amount of Company stock. In addition, Novume has represented that there is no existing plan or intention by Novume or any person related to Novume to acquire or redeem any of the stock of Novume issued in the Merger, either directly or through any transaction, agreement, or arrangement with any other person. Based on these representations, the continuity of interest requirement should be met.
Continuity of Interest. There is no current plan or intention by Stockholder to sell, exchange or otherwise dispose of the shares of Globex's common stock received by the Stockholder.
Continuity of Interest. It is intended that the mergers of TPG Holdco and Holdco with and into the Corporation constitute a reorganization described in Section 368(a)(1)(A) of the Code, and, to the extent a payment to a Participant pursuant to this Agreement (i) is intended to be treated as consideration described in Section 356 of the Code in respect of the merger of TPG Holdco or Holdco, as applicable, and (ii) as reasonably determined by the Corporation on the advice of counsel, would cause the shares of Class A Common Stock of the Corporation received in such applicable merger to constitute less than 40% of the aggregate consideration received by such Participant in respect of such merger (a “COI Event”), then such Participant’s Sharing Percentage with respect to the payment or portion thereof so treated for each applicable Taxable Year shall be reduced proportionately (and each other Participant’s Sharing Percentage shall automatically be increased proportionately by an aggregate amount equal to such reduction) to the minimum extent necessary to avoid such COI Event (as reasonably determined by the Corporation on the advice of counsel), and the parties will reasonably cooperate in implementing the provisions of this Agreement to give effect to such adjustment.
