No Plan or Intention. (a) uBid hereby represents and warrants that it has no plan or intention of taking any action, or failing or omitting to take any action, that would (i) cause the Distribution not to have Tax-Free Status or (ii) cause any representation or factual statement made in this Agreement or in the PWC Opinion to be untrue in a manner that would have an adverse effect on the Tax-Free Status of the Distribution.
No Plan or Intention. To the knowledge of the Company, there is no plan or intention by the Company to sell, exchange, or otherwise dispose of a number of Purchase Price Shares received in the transaction to any person related to Parent that would reduce the Company’s ownership of Parent to a number of shares having a value, as of the date of the transaction, of less than 50 percent of the value of the assets transferred to Acquiring Corp.
No Plan or Intention. To the knowledge of the Company, there is no plan or intention by the Company Shareholders to sell, exchange, or otherwise dispose of a number of shares of stock received in the transaction to any person related to Parent that would reduce the shareholders' ownership of Parent to a number of shares having a value, as of the date of the transaction, of less than 50 percent of the value of all of the formerly outstanding stock of the Company as of the same date. For purposes of this representation, shares of the Company Common Stock exchanged for cash or other property, surrendered by dissenters, or exchanged for cash in lieu of fractional shares of Parent Stock will be treated as outstanding Company Common Stock on the date of the transaction. Moreover, shares of Company Common Stock and shares of Parent Common Stock held by Company shareholders and otherwise sold, redeemed, or disposed of prior or subsequent to the transaction will be considered in making this representation.
No Plan or Intention. The Holder has no present plan or intention (a "Plan") to engage in a sale, exchange, transfer, distribution, pledge, disposition, a transaction to reduce the risk of loss (by short sale or otherwise) or any other transaction which would result in a direct or indirect disposition (a "Sale") of, or an interest in, Parent Shares which would have an aggregate fair market value, as of the Effective Time of the Merger, in excess of fifty percent (50%) of the aggregate fair market value, immediately prior to the Merger, of all outstanding shares of the Company Common Stock held by the Holder immediately prior to the Merger. For purposes of this representation, shares of Company Common Stock (or the portion thereof) with respect to which a Sale occurs prior to the Merger shall be considered shares of outstanding Company Common Stock exchanged for Parent Shares in the Merger and then disposed of pursuant to a Plan. The Holder acknowledges that this representation is being given to enable counsel to opine that the Merger constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and further recognizes that significant adverse tax consequences may result if such representation is not true. The Holder understands and agrees that, in connection with the Merger, such Holder will be required to restate the foregoing representation on or about the Effective Time of the Merger.
