Intended Tax Treatment. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, and to the Knowledge of Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 9 contracts
Samples: Merger Agreement (GameSquare Holdings, Inc.), Merger Agreement (FaZe Holdings Inc.), Merger Agreement (Theralink Technologies, Inc.)
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries Parent Subsidiary (including Merger Sub) has taken or agreed to take any action, and to action or knows of the Knowledge existence of Parent there exists no any fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Solarcity Corp), Merger Agreement (Martin Marietta Materials Inc), Merger Agreement (Martin Marietta Materials Inc)
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries Affiliates has taken or agreed to take any action, and to action or knows of the Knowledge existence of Parent there exists no any fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Jefferies Financial Group Inc.), Merger Agreement (Homefed Corp)
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries other Parent Party has taken or agreed to take any action, and to the Knowledge of Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger Integrated Mergers from qualifying as a “reorganization” within the meaning of Section 368(a368(a)(1)(A) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Chicken Soup for the Soul Entertainment, Inc.), Merger Agreement (Redbox Entertainment Inc.)
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries Parent Subsidiary has taken or agreed to take any action, and to action or knows of the Knowledge existence of Parent there exists no any fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Science Applications International Corp), Merger Agreement (Engility Holdings, Inc.)
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, and to or is aware of the Knowledge existence of Parent there exists no fact any facts or circumstancecircumstances, that is could reasonably likely be expected to impede or prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, and to the Knowledge of Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. This Section shall in no way serve as a representation of Parent that the transaction is tax free to the shareholders of the Company.
Appears in 1 contract
Samples: Merger Agreement (High Tide Inc.)
Intended Tax Treatment. Neither Parent Parent, Merger Sub nor any of its other Subsidiaries has taken or agreed to take any action, and to the Knowledge knowledge of Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a368(a)(1)(A) and 368(a)(2)(E) of the CodeCode and the Treasury Regulations promulgated thereunder.
Appears in 1 contract
Samples: Merger Agreement (Orgenesis Inc.)
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries Merger Sub has taken or agreed to take any action, and to the Knowledge of Parent there exists no fact or circumstance, circumstance that is reasonably likely to prevent or impede the Merger transaction contemplated hereby, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, and to the Knowledge of the Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Intended Tax Treatment. Neither No Parent Party nor any of its their Subsidiaries has taken or agreed to take any action, and to the Knowledge of Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Intended Tax Treatment. Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, and to the Knowledge of Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying and the Parent Stock Issuance in connection with the Merger as a “reorganization” within the meaning of contemplated by this Agreement being treated as an exchange to which Section 368(a) 351 and Section 1032 of the CodeCode apply.
Appears in 1 contract
Samples: Merger Agreement (Tengasco Inc)
Intended Tax Treatment. Neither the Parent nor any of its Subsidiaries has taken or agreed to take any action, and to the Knowledge of the Parent there exists no fact or circumstance, that is reasonably likely to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)