Merger Tax Treatment Sample Clauses

Merger Tax Treatment. Notwithstanding any provision to the -------------------- contrary, each New Stockholder represents, warrants and agrees that such New Stockholder (i) has no plan or intention to engage in a sale, exchange, transfer, distribution, redemption, or reduction in any way of such New Stockholder's Common Stock or risk of ownership by short sale or otherwise, or other disposition, directly or indirectly (such actions being collectively referred to herein as a "Sale") of any of such New Stockholder's Common Stock as of the effective date hereof; (ii) will not engage in a Sale of such New Stockholder's Common Stock for a period of one (1) year after the effective date hereof unless the Company can obtain, at such Stockholder's expense, a written opinion from the tax advisors of the Company, in form and substance reasonably satisfactory to the Company, to the effect that the proposed Sale will not cause the Merger to fail to qualify for tax-free treatment under the provisions of section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code") (whether under section 368(a)(2)(D) or 368(a)(2)(E) of the Code); (iii) except as provided in the Merger Agreement, has paid his own expenses in connection with the Merger, (iv) did not sell any common stock of SCC in contemplation of the Merger; and (v) will take such further actions consistent with the terms of this Agreement and applicable law, as may be reasonably necessary to cause the Merger to be treated as a tax-free reorganization under the provisions of sections 368(a)(1)(A) of the Code (taking into account section 368(a)(2)(D) or 368(a)(2)(E) of the Code, as the case may be), including, without limitation, preparing appropriate tax returns, filings and reports consistent with the treatment of the Merger as such reorganization. Each New Stockholder acknowledges that except as provided in this Agreement, each New Stockholder has unrestricted rights of ownership in the Common Stock and each New Stockholder's ability to retain their Common Stock is not limited in any way.
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Related to Merger Tax Treatment

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance or acquisition of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a direct or indirect beneficial interest in, such Security, intend and agree to treat such Security as indebtedness of the Company for United States Federal, state and local tax purposes and to treat the Preferred Securities (including but not limited to all payments and proceeds with respect to the Preferred Securities) as an undivided beneficial ownership interest in the Securities (and payments and proceeds therefrom, respectively) for United States Federal, state and local tax purposes. The provisions of this Indenture shall be interpreted to further this intention and agreement of the parties.

  • Reorganization Treatment Neither the Company nor any Company Subsidiary has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

  • Tax Ruling The Assuming Institution shall not at any time, without the Receiver’s prior written consent, seek a private letter ruling or other determination from the Internal Revenue Service or otherwise seek to qualify for any special tax treatment or benefits associated with any payments made by the Receiver pursuant to this Single Family Shared-Loss Agreement.

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Trust Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Trust Depositor (or subsequent purchaser of the Trust Certificate) as the sole Certificateholder.

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • Tax-Free Reorganization Treatment The Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

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