Intended U.S Sample Clauses

Intended U.S. Tax Consequences. The parties to this Agreement intend that, for U.S. federal income tax purposes, the Merger qualify as a reorganization under Section 368(a)(1)(B) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and that the holders of stock of the Company who will not be "five percent transferee shareholders" as defined in Treasury Regulation Section 1.367(a)-3(c)(5)(ii) or who enter into five-year gain recognition agreements in the form provided in Treasury Regulation Section 1.367(a)-8(b) ("Eligible Company Shareholders") and who exchange Company Common Stock (as defined herein) solely for Parent Ordinary Shares (as defined herein) pursuant to the Merger not recognize taxable gain with respect to the Merger pursuant to Section 367(a) of the Code (except with respect to cash received in lieu of fractional shares).

Intended U.S. Tax Consequences. The parties to this Agreement intend that, for U.S. federal income tax purposes, each of the Mergers will constitute a reorganization described in Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

Intended U.S. Federal Income Tax Treatment. Because US Holdco and Zither are treated as disregarded as separate entities for U.S. federal Income Tax purposes, it is the intention of the parties that, for U.S. federal Income Tax purposes, the sale of the Securities will be treated as a sale by Domtar AI of the Equity Interests of the U.S. Target Companies and as a sale by Domtar Luxembourg of (i) the assets of the Non-U.S. Target Companies (other than any Equity Interests of the Regarded Non-U.S. Subsidiaries) and (ii) the Equity Interest of the of the Regarded Non-U.S. Subsidiaries.