Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code. (b) As of the date hereof, to the Company's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f). (c) As of the date hereof, to Parent's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f).
Appears in 3 contracts
Samples: Merger Agreement (Careinsite Inc), Merger Agreement (Medical Manager Corp/New/), Merger Agreement (Healtheon Webmd Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying qualifying, as a reorganization under within the provisions meaning of section Section 368(a) of the CodeCode (including the receipt and continued effectiveness of the Private Letter Ruling) or the exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the Merger from satisfying the requirements of Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could reasonably be expected to cause the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the CodeCode (including the failure to receive and maintain the continued effectiveness of the Private Letter Ruling) or the exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the Merger from satisfying the requirements of Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof.
(b) As of the date hereof, to the Company's Knowledge, there is no after consultation with counsel, does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelinescertificates, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by that (assuming receipt of the Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f368(a) of the Code, and the Company hereby agrees to use its reasonable best efforts to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver legal opinions that (assuming receipt of the opinions required by Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f)368(a) of the Code.
(c) As of the date hereof, to Parent's Knowledge, there is no after consultation with counsel, does not know of any reason (i) why it and Merger Sub would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelinescertificates, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by that (assuming receipt of the Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f368(a) of the Code, and Parent hereby agrees to use its reasonable best efforts to deliver such certificates on behalf of both Parent and Merger Sub effective as of the date of such opinions, or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver legal opinions that (assuming receipt of the opinions required Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code.
(d) Parent and the Company shall cooperate and use their respective reasonable best efforts to obtain a private letter ruling from the IRS with respect to the transactions contemplated by this Agreement, as provided for under Section 7.01(f1.367(a)-3(c)(9) of the Regulations, to qualify for an exception to the general rule under Section 367(a)(1) of the Code (the “Private Letter Ruling”). Such reasonable best efforts shall include, without limitation, Parent and Company’s making (or causing their respective affiliates to make) such representations or covenants as the IRS may reasonably request in connection with the Private Letter Ruling. Any written or substantive oral communications with the IRS to the extent possible shall be conducted jointly by the Company and Parent or Kxxxxxxx & Exxxx LLP and Shearman & Sterling LLP, respectively. If the IRS does not issue the Private Letter Ruling, but there has been a change in law, clear guidance from the IRS or a change in facts that would nevertheless indicate that the opinion described below could be given, Parent and the Company shall use their reasonable best efforts each to obtain an opinion of a nationally recognized law firm that for federal income tax purposes the exchange by Eligible Company Stockholders of Company Shares solely for Parent ADSs pursuant to the Merger will not result in the recognition of gain under the provisions of Section 367(a) of the Code (a “Section 367 Opinion”). Parent and the Company agree to timely satisfy, or cause to be timely satisfied, all applicable tax reporting and filing requirements contained in the Code and the United States Income Tax Regulations with respect to the transactions contemplated hereby, including, without limitation, the reporting requirements contained in Section 1.367(a)-3(c)(6) of the Regulations.
Appears in 3 contracts
Samples: Merger Agreement (Chippac Inc), Agreement and Plan of Merger and Reorganization (Temasek Holdings LTD), Merger Agreement (Chippac Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto hereto, shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken taken, which action or failure to act could prevent the Merger from qualifying qualifying, as a reorganization under the provisions of section Section 368(a) of the Code. Following , and following the Effective Time, neither the Surviving Corporation, Parent Acquiror nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Target does not know of any reason (i) why it would not be able to deliver to Company's Xxxxxx Xxxxxx White & XxXxxxxxx LLP (tax counsel to the Target) or Parent's counselto Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (tax counsel to Acquiror), at the date of the legal opinions referred to in Section 6.1(d) below, certificates substantially in compliance with Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Sections 7.02(d) and 7.03(c), and the Target hereby agrees to deliver such certificates effective as of the date of such opinions. As of the date hereof, Acquiror does not know of any reason why it would not be able to deliver to tax counsel to the Target or tax counsel to Acquiror, at the date of the legal opinions referred to in Section 6.1(d) below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and Acquiror hereby agrees to deliver the opinions required by Section 7.01(f).
(c) As such certificates effective as of the date hereof, to Parent's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f)opinions.
Appears in 2 contracts
Samples: Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent WebMD nor any of their affiliates its Affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no HLTH does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto HLTH and WebMD, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f8.02(e) and Section 8.03(e), and HLTH hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to HLTH and WebMD would not be able to deliver the opinions required by Section 7.01(f8.02(e) and Section 8.03(e).
(c) As of the date hereof, to Parent's Knowledge, there is no WebMD does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto HLTH and WebMD, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f8.02(e) and Section 8.03(e), and WebMD hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to HLTH and WebMD would not be able to deliver the opinions required by Section 7.01(f8.02(e) and Section 8.03(e).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WebMD Health Corp.), Merger Agreement (HLTH Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f7.01(k) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f7.01(k).
(c) As of the date hereof, to Parent's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f7.01(k) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f7.01(k).
Appears in 2 contracts
Samples: Merger Agreement (Covance Inc), Merger Agreement (Parexel International Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective TimeAgreement, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could would reasonably be expected to prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following Code or that would reasonably be expected to prevent the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Alternative Double Merger to fail to qualify from qualifying for tax-free treatment (either as a reorganization under section as defined in Section 368(a) of the Code, a transfer to a corporation controlled by the transferor within the meaning of Section 351(a) of the Code, or a combination of both).
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselXxxxxx, Xxxxx & Xxxxxxx LLP (“Xxxxxx Xxxxx”), at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselXxxxxx Xxxxx, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
Appears in 2 contracts
Samples: Merger Agreement (Ariba Inc), Merger Agreement (Ariba Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute The parties intend that the Merger qualify as a "plan of reorganization" reorganization within the meaning of section Section 368(a) of the Code and that this Agreement constitute a “plan of reorganization” within the meaning of Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto of Company and Purchaser shall use its commercially reasonable best efforts to cause the Merger to qualifyqualify as a reorganization within the meaning of Section 368(a) of the Code, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent Purchaser nor any of their affiliates Affiliate knowingly shall knowingly take any action, cause any action to be taken, fail to take any action action, or cause any action to fail to be taken, which action or failure to act could cause prevent the Merger to fail to qualify from qualifying as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto Company and counsel to Purchaser, at the date of the legal opinions referred to belowin Sections 6.2(d) and 6.3(d), certificates substantially in compliance with IRS published advance ruling guidelines, with reasonable or customary exceptions and modifications theretothereto (the “IRS Guidelines”), to enable such firms counsel to Purchaser and counsel to Company to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(d) and 6.3(d), respectively, and Company hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Company would not be able to deliver the opinions opinion required by Section 7.01(f6.3(d). Company will deliver such certificates to counsel to Company and counsel to Purchaser.
(c) As of the date hereof, to Parent's Knowledge, there is no Purchaser does not know of any reason (i) why it would not be able to deliver to counsel to Purchaser and counsel to Company's counsel or Parent's counsel, at the date of the legal opinions referred to belowin Section 6.2(d) and 6.3(d), certificates substantially in compliance with the IRS published advance ruling guidelinesGuidelines, with reasonable or customary exceptions and modifications thereto, to enable such firms counsel to Purchaser and counsel to Company to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(d) and 6.3(d), respectively, and Purchaser hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Purchaser would not be able to deliver the opinions opinion required by Section 7.01(f6.2(d). Purchaser will deliver such certificates to counsel to Purchaser and counsel to Company.
Appears in 2 contracts
Samples: Merger Agreement (Hancock Holding Co), Merger Agreement (Whitney Holding Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute The parties intend that the Merger qualify as a "plan of reorganization" reorganization within the meaning of section Section 368(a) of the Code and that this Agreement constitute a “plan of reorganization” within the meaning of Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto of Company and Purchaser shall use its commercially reasonable best efforts to cause the Merger to qualifyqualify as a reorganization within the meaning of Section 368(a) of the Code, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent Purchaser nor any of their affiliates Affiliate knowingly shall knowingly take any action, cause any action to be taken, fail to take any action action, or cause any action to fail to be taken, which action or failure to act could cause prevent the Merger to fail to qualify from qualifying as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto Company and counsel to Purchaser, at the date of the legal opinions referred to belowin Sections 6.2(d) and 6.3(d), certificates substantially in compliance with IRS published advance ruling guidelines, with reasonable or customary exceptions and modifications theretothereto (the “IRS Guidelines”), to enable such firms counsel to Purchaser to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(d) or (ii) why Company's counsel or Parent's counsel would not be able and 6.3(d), respectively, and Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
(c) As of the date hereof, to Parent's Knowledge, there is no Purchaser does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto Purchaser, at the date of the legal opinions referred to belowin Section 6.2(d) and 6.3(d), certificates substantially in compliance with the IRS published advance ruling guidelinesGuidelines, with reasonable or customary exceptions and modifications thereto, to enable such firms counsel to Purchaser to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(d) and 6.3(d), respectively, and Purchaser hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Purchaser would not be able to deliver the opinions opinion required by Section 7.01(f6.2(d). Purchaser will deliver such certificates to counsel to Purchaser and counsel to Company.
Appears in 2 contracts
Samples: Merger Agreement (Iberiabank Corp), Merger Agreement (Iberiabank Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, hereof and except to the Company's Knowledgeextent that the closing price per share of Parent Common Stock is less than the Average Closing Price, there is no the Company does not know of any reason (i) why it would not be able to deliver to King & Spalding (counsel to the Company's ) or Xxxxxxxxx Xxxxxxx (counsel or to Parent's counsel), at the date of the legal opinions referred to below, certificates representation letters substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c), and the Company hereby agrees to deliver such representation letters effective as of the date of such opinions or (ii) why Company's counsel King & Spalding or Parent's counsel Xxxxxxxxx Xxxxxxx would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
(c) . As of the date hereofhereof and except to the extent that the closing price per share of Parent Common Stock on the Closing Date may be less than the Average Closing Price, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselXxxx & Xxxxxxxx, at the date of the legal opinions referred to below, certificates representation letters substantially in compliance with IRS the Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c), and Parent hereby agrees to deliver such representation letters effective as of the date of such opinions or (ii) why Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counsel Xxxx & Xxxxxxxx would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
Appears in 1 contract
Samples: Merger Agreement (Ariba Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail or to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps") or Parent's counselGray Cary Ware & Freidenrich XXX ("Grax Xxry"), at ax xxx xxxx xf the date of the legal opinions xxxxl xxxxxxxx referred to below, certificates cxxxxxxxxxes substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(f) or (ii) why Company's counsel or Parent's counsel would not be able and 6.3(d), and the Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Skadden Arps or Parent's counselGray Cary, at the date of the legal opinions referred to belowreferrxx xx xxxxx, certificates cerxxxxxxxxx substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(f) or (ii) why Company's counsel or Parent's counsel would not be able and 6.3(d), and Parent hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to ---------------------- constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto hereto, shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying qualifying, as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company and the Shareholders do not know of any reason (i) why it they would not be able to deliver to Company's counsel or Parent's counselShearman & Sterling, with a copy to Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, at the date of the legal opinions referred to below, certificates a certificate substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms Shearman & Sterling to deliver the legal opinions opinion contemplated by Section 7.01(f) 8.03(c), and the Company and the Shareholders hereby agree to deliver such certificate effective as of the date of such opinion or (ii) why Company's counsel or Parent's counsel Shearman & Sterling would not be able to deliver the opinions opinion required by Section 7.01(f8.03(c).
(c) As of the date hereof, to Parent's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselShearman & Sterling, with a copy to Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, at the date of the legal opinions opinion referred to below, certificates a certificate substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms Shearman & Sterling to deliver the legal opinions opinion contemplated by Section 7.01(f) 8.03(c), and Parent hereby agrees to deliver such certificate effective as of the date of such opinion or (ii) why Company's counsel or Parent's counsel Shearman & Sterling would not be able to deliver the opinions opinion required by Section 7.01(f8.03(c).
Appears in 1 contract
Samples: Merger Agreement (Newport Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective TimeAgreement, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could would reasonably be expected to prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following Code or that would reasonably be expected to prevent the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Alternative Double Merger to fail to qualify from qualifying for tax-free treatment (either as a reorganization under section as defined in Section 368(a) of the Code, a transfer to a corporation controlled by the transferor within the meaning of Section 351(a) of the Code, or a combination of both).
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Gunderson Dettmer or Parent's counselMorgan, Lewis & Bockius LLP ("Morgan Lewis"), at the date of the legal opinions referred to belowxxx xxxx ox xxx xegal xxxxxxxx xxxerrxx xx xelow, certificates cxxxxxxxxxxx substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Gunderson Dettmer or Parent's counselMorgan Lewis, at the date of the legal opinions referred to belowrxxxxxxx xo xxxxx, certificates substantially cerxxxxxxxxx xxbstantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
Appears in 1 contract
Samples: Merger Agreement (Freemarkets Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail or to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps") or Parent's counselGray Cary Ware & Freidenrich XXX ("Grax Xxry"), at ax xxx xxxx xf the date of the legal opinions xxxxl xxxxxxxx referred to below, certificates cxxxxxxxxxes substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(b)(i) or (ii) why Company's counsel or Parent's counsel would not be able and 6.3(e)(i), and the Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Skadden Arps or Parent's counselGray Cary, at the date of the legal opinions referred to belowreferrxx xx xxxxx, certificates cerxxxxxxxxx substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(b)(i) or (ii) why Company's counsel or Parent's counsel would not be able and 6.3(e)(i), and Parent hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto of the Company and Parent shall use its commercially reasonable best efforts to cause the Merger and the LLC Merger, considered together as a single integrated transaction for federal income tax purposes, to qualifyqualify as a reorganization within the meaning of Section 368(a) of the Code, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger and the LLC Merger, considered together as a single integrated transaction for federal income tax purposes, from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates Affiliate shall knowingly take any action, cause any action to be taken, fail to take any action action, or cause any action to fail to be taken, which action or failure to act could cause prevent the Merger to fail to qualify and the LLC Merger, considered together as a single integrated transaction for federal income tax purposes, from qualifying as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and counsel to Parent's counsel, at the date of the legal opinions referred to belowin Section 6.3(e), certificates substantially in compliance with IRS published advance ruling guidelines, with reasonable or customary exceptions and modifications theretothereto (the "IRS Guidelines"), to enable such firms counsel to the Company to deliver the legal opinions opinion contemplated by Section 7.01(f) 6.3(e), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company would not be able to deliver the opinions opinion required by Section 7.01(f6.3(e). The Company will deliver such certificates to counsel to the Company and counsel to Parent.
(c) As of the date hereof, to Parent's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and counsel to Parent's counsel, at the date of the legal opinions referred to belowin Section 6.2(f), certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications theretoGuidelines, to enable such firms counsel to Parent to deliver the legal opinions opinion contemplated by Section 7.01(f) 6.2(f), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Parent would not be able to deliver the opinions opinion required by Section 7.01(f6.2(f). Parent will deliver such certificates to counsel to the Company and counsel to Parent.
Appears in 1 contract
Samples: Merger Agreement (Kratos Defense & Security Solutions, Inc.)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying qualifying, as a reorganization under within the provisions meaning of section Section 368(a) of the CodeCode (including the receipt and continued effectiveness of the Private Letter Ruling) or the exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the Merger from satisfying the requirements of Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could reasonably be expected to cause the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the CodeCode (including the failure to receive and maintain the continued effectiveness of the Private Letter Ruling) or the exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the Merger from satisfying the requirements of Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof.
(b) As of the date hereof, to the Company's Knowledge, there is no after consultation with counsel, does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelinescertificates, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by that (assuming receipt of the Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f368(a) of the Code, and the Company hereby agrees to use its reasonable best efforts to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver legal opinions that (assuming receipt of the opinions required by Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f)368(a) of the Code.
(c) As of the date hereof, to Parent's Knowledge, there is no after consultation with counsel, does not know of any reason (i) why it and Merger Sub would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelinescertificates, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by that (assuming receipt of the Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f368(a) of the Code, and Parent hereby agrees to use its reasonable best efforts to deliver such certificates on behalf of both Parent and Merger Sub effective as of the date of such opinions, or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver legal opinions that (assuming receipt of the opinions required Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code.
(d) Parent and the Company shall cooperate and use their respective reasonable best efforts to obtain a private letter ruling from the IRS with respect to the transactions contemplated by this Agreement, as provided for under Section 7.01(f1.367(a)-3(c)(9) of the Regulations, to qualify for an exception to the general rule under Section 367(a)(1) of the Code (the "Private Letter Ruling"). Such reasonable best efforts shall include, without limitation, Parent and Company's making (or causing their respective affiliates to make) such representations or covenants as the IRS may reasonably request in connection with the Private Letter Ruling. Any written or substantive oral communications with the IRS to the extent possible shall be conducted jointly by the Company and Parent or Kirkland & Ellis LLP and Shearman & Sterling LLP, respectively. If thx XXX xxes xxx xssue the Private Letter Ruling, but there has been a change in law, clear guidance from the IRS or a change in facts that would nevertheless indicate that the opinion described below could be given, Parent and the Company shall use their reasonable best efforts each to obtain an opinion of a nationally recognized law firm that for federal income tax purposes the exchange by Eligible Company Stockholders of Company Shares solely for Parent ADSs pursuant to the Merger will not result in the recognition of gain under the provisions of Section 367(a) of the Code (a "Section 367 Opinion"). Parent and the Company agree to timely satisfy, or cause to be timely satisfied, all applicable tax reporting and filing requirements contained in the Code and the United States Income Tax Regulations with respect to the transactions contemplated hereby, including, without limitation, the reporting requirements contained in Section 1.367(a)-3(c)(6) of the Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (St Assembly Test Services LTD)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
. The parties hereto agree to report the Merger as a reorganization under the provisions of Section 368(a) of the Code (b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselXxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSECTION 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and SECTION 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions required by Section 7.01(f).
and the certifications and representations contained in such certificate will be true at the Effective Time. (c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel or Parent's counselXxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSECTION 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and SECTION 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions required by Section 7.01(f)and the certifications and representations contained in such certificate will be true at the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Hillman Co)
Plan of Reorganization. (a) This Agreement is intended ---------------------- to constitute a "plan of reorganization" within the meaning of section 1.368-1.368- 2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and no party hereto will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying qualifying, as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent Purchaser nor any of their its affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Bakex Xxxtx, X.L.P. or Parent's counselShearman & Sterling, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 9.02(c) and 9.03(c), or (ii) why Company's counsel Bakex Xxxtx, X.L.P. or Parent's counsel Shearman & Sterling would not be able to deliver the opinions required by Section 7.01(fSections 9.02(c) and 9.03(c).
(c) As of the date hereof, to Parent's Knowledge, there is no the Purchaser does not know of any reason (i) why it would not be able to deliver to Company's counsel Bakex Xxxtx, X.L.P. or Parent's counselShearman & Sterling, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 9.02(c) and 9.03(c), or (ii) why Company's counsel 50 57 Bakex Xxxtx, X.L.P. or Parent's counsel Shearman & Sterling would not be able to deliver the opinions required by Section 7.01(fSections 9.02(c) and 9.03(c).
Appears in 1 contract
Samples: Merger Agreement (Pogo Producing Co)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after During the date of this Agreement and until the Effective TimePre-Closing Period, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Cooley Godward LLP ("COOLEY GODWARD") (counsel to the Company's ) or Xxxxxxxxx Xxxxxxx (counsel or to Parent's counsel), at the date of the legal opinions referred to below, certificates substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(d), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions, or (ii) why Company's counsel Xxxxxx Godward or Parent's counsel Xxxxxxxxx Xxxxxxx would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(d).
(c) As of the date hereof, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselCooley Godward, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS the Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(d), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions, or (ii) why Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counsel Xxxxxx Godward would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(d).
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under “reorganization” within the provisions meaning of section Section 368(a) of the CodeCode to which, in the case of any person other than a five-percent transferee shareholder, Section 367(a)(1) of the Code does not apply. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger (i) to fail to qualify as a reorganization under section “reorganization” within the meaning of Section 368(a) of the CodeCode or (ii) result in the application of Section 367(a)(1) of the Code to any person other than a five-percent transferee shareholder.
(b) As of the date hereof, to the Company's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to counsel to the Company's counsel or Parent's counsel, at the date of the legal opinions referred to belowopinion required by Section 7.03(d), certificates substantially in compliance with IRS Internal Revenue Service (“IRS”) published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms firm to deliver such opinion, and Parent hereby agrees to deliver such certificates effective as of the legal opinions contemplated by Section 7.01(f) date of such opinion or (ii) why Company's counsel or Parent's counsel to the Company would not be able to deliver the opinions opinion required by Section 7.01(f7.03(d). Parent will deliver such certificates to counsel to the Company.
(c) As Following the Effective Time, Parent shall cause the Company to comply with the U.S. tax reporting requirements described in Section 1.367(a)-3(c)(6) of the date hereof, to Parent's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at income tax regulations promulgated under the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f)Code.
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Xxxxxxxxx Xxxxxxx (counsel to the Company's ) and Ropes & Xxxx LLP (counsel or to Parent's counsel), at the date of the legal opinions referred to below, certificates representation letters substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c), and the Company hereby agrees to deliver such representation letters effective as of the date of such opinions, or (ii) why Xxxxxxxxx Xxxxxxx (counsel to the Company's ) and Ropes & Xxxx LLP (counsel or to Parent's counsel ) would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
(c) . As of the date hereof, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Xxxxxxxxx Xxxxxxx (counsel to the Company's ) or Ropes & Xxxx LLP (counsel or to Parent's counsel), at the date of the legal opinions referred to below, certificates representation letters substantially in compliance with IRS the Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c), and Parent hereby agrees to deliver such representation letters effective as of the date of such opinions, or (ii) why Xxxxxxxxx Xxxxxxx (counsel to the Company's ) or Ropes & Xxxx LLP (counsel or to Parent's counsel ) would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail or to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP (“Sxxxxxx Xxxx”) or Parent's counselGxxx Cxxx Xxxx & Freidenrich LLP (“Gxxx Xxxx”), at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(f) or (ii) why Company's counsel or Parent's counsel would not be able and 6.3(d), and the Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Sxxxxxx Xxxx or Parent's counselGxxx Xxxx, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(f) or (ii) why Company's counsel or Parent's counsel would not be able and 6.3(d), and Parent hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
Appears in 1 contract
Samples: Merger Agreement (Valicert Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying qualifying, as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, knowledge there is no reason (i) why it the Company would not be able to deliver to the Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates representation letters substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications theretothe form of Exhibit 6.10(b) hereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c) or (ii) why the Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
(c) As of the date hereof, to Parent's Knowledge, knowledge there is no reason (i) why it Parent would not be able to deliver to the Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates representation letters substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications theretothe form of Exhibit 6.10(c) hereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c) or (ii) why the Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying qualifying, as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Xxxxx Xxxx & Xxxxxxxx or Parent's counselXxxxxxxx & Sterling, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel Xxxxx Xxxx & Xxxxxxxx or Parent's counsel Xxxxxxxx & Sterling would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
(c) As of the date hereof, to Parent's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to Company's counsel Xxxxx Xxxx & Xxxxxxxx or Parent's counselXxxxxxxx & Sterling, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel Xxxxx Xxxx & Xxxxxxxx or Parent's counsel Xxxxxxxx & Sterling would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
Appears in 1 contract
Samples: Merger Agreement (Ariba Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates knowingly shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with reasonable or customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f9.02(f) and Section 9.03(d), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver the opinions required by Section 7.01(f9.02(f) and Section 9.03(d). The Company will deliver such certificates to counsel to the Company and Parent.
(c) As of the date hereof, to Parent's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with reasonable or customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f9.02(f) and Section 9.03(d), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver the opinions required by Section 7.01(f9.02(f) and Section 9.03(d). Parent will deliver such certificates to counsel to the Company and Parent.
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Xxxxxxxxxx Xxxxxxx & Xxxxx (counsel to the Company's ) or Xxxxxxxxx Xxxxxxx (counsel or to Parent's counsel), at the date of the legal opinions referred to below, certificates substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.03(c) and 7.02(d), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions, or (ii) why Company's counsel Xxxxxxxxxx Xxxxxxx & Xxxxx or Parent's counsel Xxxxxxxxx Xxxxxxx would not be able to deliver the opinions required by Section 7.01(fSections 7.03(c) and 7.02(d).
(c) . As of the date hereof, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselXxxxxxxxxx Xxxxxxx & Xxxxx, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS the Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions, or (ii) why Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counsel Xxxxxxxxxx Xxxxxxx & Xxxxx would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(c).
Appears in 1 contract
Samples: Merger Agreement (Actuate Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could reasonably be expected to prevent the Merger from qualifying qualifying, as a reorganization under within the provisions meaning of section Section 368(a) of the CodeCode (including the receipt and continued effectiveness of the Private Letter Ruling) or the exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the Merger from satisfying the requirements of Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could reasonably be expected to cause the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the CodeCode (including the failure to receive and maintain the continued effectiveness of the Private Letter Ruling) or the exchange by Eligible Company Stockholders of Company Shares for Parent ADSs pursuant to the Merger from satisfying the requirements of Section 1.367(a)-3(c) of the Regulations other than subsection (3)(C) thereof.
(b) As of the date hereof, to the Company's Knowledge, there is no after consultation with counsel, does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelinescertificates, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by that (assuming receipt of the Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f368(a) of the Code, and the Company hereby agrees to use its reasonable best efforts to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver legal opinions that (assuming receipt of the opinions required by Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f)368(a) of the Code.
(c) As of the date hereof, to Parent's Knowledge, there is no after consultation with counsel, does not know of any reason (i) why it and Merger Sub would not be able to deliver to Company's counsel or to the Company and Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelinescertificates, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by that (assuming receipt of the Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 7.01(f368(a) of the Code, and Parent hereby agrees to use its reasonable best efforts to deliver such certificates on behalf of both Parent and Merger Sub effective as of the date of such opinions, or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver legal opinions that (assuming receipt of the opinions required Private Letter Ruling) the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code.
(d) Parent and the Company shall cooperate and use their respective reasonable best efforts to obtain a private letter ruling from the IRS with respect to the transactions contemplated by this Agreement, as provided for under Section 7.01(f1.367(a)-3(c)(9) of the Regulations, to qualify for an exception to the general rule under Section 367(a)(1) of the Code (the "PRIVATE LETTER RULING"). Such reasonable best efforts shall include, without limitation, Parent and Company's making (or causing their respective affiliates to make) such representations or covenants as the IRS may reasonably request in connection with the Private Letter Ruling. Any written or substantive oral communications with the IRS to the extent possible shall be conducted jointly by the Company and Parent or Xxxxxxxx & Xxxxx LLP and Shearman & Sterling LLP, respectively. If the IRS does not issue the Private Letter Ruling, but there has been a change in law, clear guidance from the IRS or a change in facts that would nevertheless indicate that the opinion described below could be given, Parent and the Company shall use their reasonable best efforts each to obtain an opinion of a nationally recognized law firm that for federal income tax purposes the exchange by Eligible Company Stockholders of Company Shares solely for Parent ADSs pursuant to the Merger will not result in the recognition of gain under the provisions of Section 367(a) of the Code (a "SECTION 367 OPINION"). Parent and the Company agree to timely satisfy, or cause to be timely satisfied, all applicable tax reporting and filing requirements contained in the Code and the United States Income Tax Regulations with respect to the transactions contemplated hereby, including, without limitation, the reporting requirements contained in Section 1.367(a)-3(c)(6) of the Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Citigroup Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto of the Company and Parent shall use its commercially reasonable best efforts to cause the Merger and the LLC Merger, considered together as a single integrated transaction for federal income tax purposes, to qualifyqualify as a reorganization within the meaning of Section 368(a) of the Code, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger and the LLC Merger, considered together as a single integrated transaction for federal income tax purposes, from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates Affiliate shall knowingly take any action, cause any action to be taken, fail to take any action action, or cause any action to fail to be taken, which action or failure to act could cause prevent the Merger to fail to qualify and the LLC Merger, considered together as a single integrated transaction for federal income tax purposes, from qualifying as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and counsel to Parent's counsel, at the date of the legal opinions referred to belowin Section 6.3(e), certificates substantially in compliance with IRS published advance ruling guidelines, with reasonable or customary exceptions and modifications theretothereto (the “IRS Guidelines”), to enable such firms counsel to the Company to deliver the legal opinions opinion contemplated by Section 7.01(f) 6.3(e), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company would not be able to deliver the opinions opinion required by Section 7.01(f6.3(e). The Company will deliver such certificates to counsel to the Company and counsel to Parent.
(c) As of the date hereof, to Parent's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to Company's counsel or to the Company and counsel to Parent's counsel, at the date of the legal opinions referred to belowin Section 6.2(f), certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications theretoGuidelines, to enable such firms counsel to Parent to deliver the legal opinions opinion contemplated by Section 7.01(f) 6.2(f), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Parent would not be able to deliver the opinions opinion required by Section 7.01(f6.2(f). Parent will deliver such certificates to counsel to the Company and counsel to Parent.
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Offer and the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Offer and the Merger from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code; provided, however, that Parent may elect to effect the Reverse Merger as permitted by Section 3.01 of this Agreement. Following the Effective Time, neither none of the Surviving Corporation, Parent nor or any of their affiliates knowingly shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Offer and the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) At or immediately prior to the Effective Time, Parent shall seek to obtain an opinion of Shearman & Sterling, counsel to Parent, that the Offer and the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code (together with the opinion referred to in Section 8.10(c) below, the "Tax Opinions"). In connection therewith, both Parent (together with Merger Sub) and the Company shall deliver to Shearman & Sterling representation letters (together with the representation letters referred to in Section 8.10(c) below, the "Representation Letters"), dated and executed as of the Effective Time (and as of such other date or dates as reasonably requested by Shearman & Sterling), substantially in the form attached hereto as Exhibit 8.10(b).
(c) At or immediately prior to the Effective Time, the Company shall seek to obtain an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, that the Offer and xxx Xxxger xxxl be treated as a reorganization within the meaning of Section 368(a) of the Code (together with the opinion referred to in Section 8.10(b) above, the "Tax Opinions"). In connection therewith, both Parent (together with Merger Sub) and the Company shall deliver to Skadden, Arps, Slate, Meagher & Flom LLP representation letters (together with the rexxxxxxxatixx xetters referred to in Section 8.10(b) above, the "Representation Letters"), dated and executed as of the Effective Time (and as of such other date or dates as reasonably requested by Skadden, Arps, Slate, Meagher & Flom LLP), substantially in the form attached hereto xx Xxxxbit 0.00(c).
(d) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions Representation Letters contemplated by Section 7.01(fSections 8.10(b) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f).
(c) As of the date hereof, to Parent's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f).8.10
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.. The parties hereto agree to report the Merger as a reorganization under the provisions of Section 368(a) of the Code
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselXxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSECTION 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and SECTION 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions required by Section 7.01(f)and the certifications and representations contained in such certificate will be true at the Effective Time.
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel or Parent's counselXxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSECTION 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and SECTION 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions required by Section 7.01(f)and the certifications and representations contained in such certificate will be true at the Effective Time.
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute The parties intend that the Merger qualify as a "plan of reorganization" reorganization within the meaning of section Section 368(a) of the Code and that this Agreement constitute a “plan of reorganization” within the meaning of Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto of Company and Purchaser shall use its commercially reasonable best efforts to cause the Merger to qualifyqualify as a reorganization within the meaning of Section 368(a) of the Code, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent Purchaser nor any of their affiliates Affiliate knowingly shall knowingly take any action, cause any action to be taken, fail to take any action action, or cause any action to fail to be taken, which action or failure to act could cause prevent the Merger to fail to qualify from qualifying as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto Company and counsel to Purchaser, at the date of the legal opinions referred to belowin Sections 6.2(d) and 6.3(d), certificates substantially in compliance with IRS published advance ruling guidelines, with reasonable or customary exceptions and modifications theretothereto (the “IRS Guidelines”), to enable such firms counsel to Purchaser and counsel to Company to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(d) and 6.3(d), respectively, and Company hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Company would not be able to deliver the opinions opinion required by Section 7.01(f6.3(d). Company will deliver such certificates to counsel to Company and counsel to Purchaser.
(c) As of the date hereof, to Parent's Knowledge, there is no Purchaser does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto Purchaser, at the date of the legal opinions referred to belowin Section 6.2(d) and 6.3(d), certificates substantially in compliance with the IRS published advance ruling guidelinesGuidelines, with reasonable or customary exceptions and modifications thereto, to enable such firms counsel to Purchaser to deliver the legal opinions contemplated by Section 7.01(fSections 6.2(d) and 6.3(d), respectively, and Purchaser hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Purchaser would not be able to deliver the opinions opinion required by Section 7.01(f6.2(d). Purchaser will deliver such certificates to counsel to Purchaser and counsel to Company.
Appears in 1 contract
Samples: Merger Agreement (Iberiabank Corp)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this the Initial Agreement and until the Effective Time, each party hereto shall use its all commercially reasonable best efforts to cause the Merger to qualify, and no party hereto will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent the Purchaser nor any of their affiliates Affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (other than a decline in the market value of Purchaser Common Stock) (i) why it would not be able to deliver 33 39 to Company's counsel Vinsxx & Xlkixx X.X.P. or Parent's counselWillxxx Xxxx & Xallxxxxx, at xx the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 9.02(b) and 9.03(b), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel Vinsxx & Xlkixx X.X.P. or Parent's counsel would Willxxx Xxxx & Xallxxxxx xxxld not be able to deliver the opinions required by Section 7.01(fSections 9.02(b) and 9.03(b).
(c) As of the date hereof, to Parent's Knowledge, there is no the Purchaser does not know of any reason (other than a decline in the market value of Purchaser Common Stock) (i) why it would not be able to deliver to Company's counsel Vinsxx & Xlkixx X.X.P. or Parent's counselWillxxx Xxxx & Xallxxxxx, at xx the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 9.02(b) and 9.03(b), and the Purchaser hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel Vinsxx & Xlkixx X.X.P. or Parent's counsel would Willxxx Xxxx & Xallxxxxx xxxld not be able to deliver the opinions required by Section 7.01(fSections 9.02(b) and 9.03(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newfield Exploration Co /De/)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under "reorganization" within the provisions meaning of section Section 368(a) of the CodeCode to which, in the case of any person other than a five-percent transferee shareholder, Section 367(a)(1) of the Code does not apply. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger (i) to fail to qualify as a reorganization under section "reorganization" within the meaning of Section 368(a) of the CodeCode or (ii) result in the application of Section 367(a)(1) of the Code to any person other than a five-percent transferee shareholder.
(b) As of the date hereof, to the Company's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to counsel to the Company's counsel or Parent's counsel, at the date of the legal opinions referred to belowopinion required by Section 7.03(d), certificates substantially in compliance with IRS Internal Revenue Service ("IRS") published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms firm to deliver such opinion, and Parent hereby agrees to deliver such certificates effective as of the legal opinions contemplated by Section 7.01(f) date of such opinion or (ii) why Company's counsel or Parent's counsel to the Company would not be able to deliver the opinions opinion required by Section 7.01(f7.03(d). Parent will deliver such certificates to counsel to the Company.
(c) As Following the Effective Time, Parent shall cause the Company to comply with the U.S. tax reporting requirements described in Section 1.367(a)-3(c)(6) of the date hereof, to Parent's Knowledge, there is no reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, at income tax regulations promulgated under the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f) or (ii) why Company's counsel or Parent's counsel would not be able to deliver the opinions required by Section 7.01(f)Code.
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's Tyre Kamins Katz Granof & Menes, a law corporation ("Tyre Kamins" counsel or Parent's counselto thx Xxxxxxx), at the date xxx xate of the legal opinions opinion referred to below, certificates a representation letter substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions opinion contemplated by Section 7.01(f) 7.02(d), and the Company hereby agrees to deliver such representation letter effective as of the date of such opinion, or (ii) why Company's counsel or Parent's counsel Tyre Kamins would not be able to deliver the opinions required by Section 7.01(f7.02(d).
(c) . As of the date hereof, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel or Parent's counselTyre Kamins, at the date of the legal opinions opinion referred to below, certificates a representation letter substantially in compliance with IRS the Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms firm to deliver the legal opinions opinion contemplated by Section 7.01(f) 7.02(d), and Parent hereby agrees to deliver such representation letters effective as of the date of such opinions, or (ii) why Company's counsel or Parent's counsel Tyre Kamins would not be able to deliver the opinions opinion required by Section 7.01(fSections 7.02(d).
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action 27 or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent WebMD nor any of their affiliates its Affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no HLTH does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto HLTH and WebMD, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f8.02(e) and Section 8.03(e), and HLTH hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to HLTH and WebMD would not be able to deliver the opinions required by Section 7.01(f8.02(e) and Section 8.03(e).
(c) As of the date hereof, to Parent's Knowledge, there is no WebMD does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto HLTH and WebMD, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f8.02(e) and Section 8.03(e), and WebMD hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to HLTH and WebMD would not be able to deliver the opinions required by Section 7.01(f8.02(e) and Section 8.03(e).
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselXxxx Xxxx Xxxx & Freidenrich LLP ("Xxxx Xxxx"), at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselXxxx Xxxx, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
Appears in 1 contract
Plan of Reorganization. (a) This Subject to Section 2.01(k), this Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying qualifying, as a reorganization under within the provisions meaning of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counsel, to the Company and Parent at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f7.02(j) and Section 7.03(e), and the Company hereby agrees, subject to Section 2.01(k), to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver the opinions required by Section 7.01(f7.02(j) and Section 7.03(e). Subject to Section 2.01(k), the Company will deliver such certificates to counsel to the Company and Parent.
(c) As of the date hereof, to Parent's Knowledge, there is no Parent does not know of any reason (i) why it would not be able to deliver to Company's counsel to the Company or Parent's counsel, Parent at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(f7.02(j) and Section 7.03(e), and Parent hereby agrees, subject to Section 2.01(k), to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to the Company and Parent would not be able to deliver the opinions required by Section 7.01(f7.02(j) and Section 7.03(e). Subject to Section 2.01(k), Parent will deliver such certificates to counsel to the Company and Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Keith Companies Inc)
Plan of Reorganization. (a) This Agreement is intended ---------------------- to constitute a "plan of reorganization" within the meaning of section 1.368-1.368- 2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and no party hereto will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying qualifying, as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent Purchaser nor any of their its affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Company's counsel Xxxxx Xxxxx, L.L.P. or Parent's counselShearman & Sterling, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 9.02(c) and 9.03(c), or (ii) why Company's counsel Xxxxx Xxxxx, L.L.P. or Parent's counsel Shearman & Sterling would not be able to deliver the opinions required by Section 7.01(fSections 9.02(c) and 9.03(c).
(c) As of the date hereof, to Parent's Knowledge, there is no the Purchaser does not know of any reason (i) why it would not be able to deliver to Company's counsel Xxxxx Xxxxx, L.L.P. or Parent's counselShearman & Sterling, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 9.02(c) and 9.03(c), or (ii) why Company's counsel 50 Xxxxx Xxxxx, L.L.P. or Parent's counsel Shearman & Sterling would not be able to deliver the opinions required by Section 7.01(fSections 9.02(c) and 9.03(c).
Appears in 1 contract
Plan of Reorganization. (a) This The Parties intend that the Mergers are treated as integrated transfers of Towers Perrin stock and Watson Wyatt stock to Holding Company in exchange for Holding Company Stock and cash and/or Notes in a transaction qualifying as an exchange under Section 351 of the Code. In addition, to the extent either Merger constitutes a reorganization within the meaning of Section 368 of the Code, this Agreement is intended to constitute a "“plan of reorganization" ” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto Party shall use its commercially reasonable best efforts to cause the each Merger to qualifyqualify as part of an exchange under Section 351 of the Code, or as a reorganization within the meaning of Section 368 of the Code, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger Mergers from qualifying as a reorganization an exchange under the provisions of section 368(a) Section 351 of the CodeCode or as reorganizations within the meaning of Section 368 of the Code other than, in the case of the Towers Perrin Merger, as a result of the failure to satisfy the Control Test. Following the Effective Time, neither the Surviving Corporation, Parent Corporations nor any of their affiliates respective Affiliates knowingly shall knowingly take any action, cause any action to be taken, fail to take any action action, or cause any action to fail to be taken, which action or failure to act could cause prevent the Merger to fail to qualify Mergers from qualifying as a reorganization an exchange under section Section 351 of the Code or as reorganizations within the meaning of Section 368(a) of the CodeCode other than, in the case of the Towers Perrin Merger, as a result of the failure to satisfy the Control Test.
(b) As of the date hereof, to the Company's Knowledge, there is no Towers Perrin does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto Towers Perrin and Watson Wyatt, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with reasonable or customary exceptions and modifications thereto, to enable such firms counsel to deliver Towers Perrin and Watson Wyatt to deliver, respectively, the legal opinions contemplated by Section 7.01(f6.2(f) and Section 6.3(f), and Towers Perrin hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Towers Perrin would not be able to deliver the opinions opinion required by Section 7.01(f6.3(f). Towers Perrin will deliver such certificates to counsel to Towers Perrin and Watson Wyatt.
(c) As of the date hereof, to Parent's Knowledge, there is no Watson Wyatt does not know of any reason (i) why it would not be able to deliver to Company's counsel or Parent's counselto Watson Wyatt and Towers Perrin, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with reasonable or customary exceptions and modifications thereto, to enable such firms counsel to Watson Wyatt and Towers Perrin to deliver the legal opinions contemplated by Section 7.01(f6.2(f) and Section 6.3(f), and Watson Wyatt hereby agrees to deliver such certificates effective as of the date of such opinions or (ii) why Company's counsel or Parent's counsel to Watson Wyatt would not be able to deliver the opinions opinion required by Section 7.01(f6.2(f). Watson Wyatt will deliver such certificates to counsel to Watson Wyatt and Towers Perrin.
(d) The Parties agree that, for tax purposes, the payment of the Class R Cash Consideration, Class R Note Consideration and Class S Cash Consideration pursuant to Section 2.1(a) shall be treated as having been made in exchange for Towers Perrin Shares pursuant to and as part of the Towers Perrin Merger in a single integrated transaction, and not as separate transactions. The Parties agree to take no position contrary thereto unless required by applicable Law.
Appears in 1 contract
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its commercially reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action which could reasonably be expected to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither none of the Surviving Corporation, Parent nor or any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section 368(a) of the Code.
(b) As of the date hereofof this Agreement, to the Company's Knowledge, there is no Company does not know of any reason (i) why for which it would not be able to deliver to Company's counsel or Parent's counselMorrxxxx & Xoerxxxx XXX and Sullxxxx & Xromxxxx, at xx the date of the legal opinions referred to below, certificates substantially in compliance with IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions for the Registration Statement and as contemplated by Section 7.01(fSections 7.02(f) and 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions so long as the statements therein are true as of such time or (ii) why Company's counsel or Parent's counsel would for which Morrxxxx & Xoerxxxx XXX and Sullxxxx & Xromxxxx xxxld not be able to deliver the opinions required by Section 7.01(fSections 7.02(f) and 7.03(c).
(c) As of the date hereofof this Agreement, to Parent's Knowledge, there is no Parent does not know of any reason (i) why for which it would not be able to deliver to Company's counsel or Parent's counselSullxxxx & Xromxxxx xxx Morrxxxx & Xoerxxxx XXX, at the date of the legal opinions referred to below, certificates substantially in compliance with published IRS published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions for the Registration Statement and as 39 41 contemplated by Section 7.01(fSections 7.02(f) and 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions so long as the statements therein are true as of such time or (ii) why Company's counsel or Parent's counsel would for which Morrxxxx & Xoerxxxx XXX and Sullxxxx & Xromxxxx xxxld not be able to deliver the opinions required by Section 7.01(fSections 7.02(f) and 7.03(c).
Appears in 1 contract
Samples: Merger Agreement (SDL Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Fenwick & West LLP (counsel to the Company's ) or Xxxxxxxxx Xxxxxxx (counsel or to Parent's counsel), at the date of the legal opinions referred to below, certificates substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and the Company hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f).
(c) date of such opinions. As of the date hereof, to Parent's Knowledge, there is no Parent and Merger Sub does not know of any reason (i) why it would not be able to deliver to Company's counsel Fenwick & West LLP or Parent's counselXxxxxxxxx Xxxxxxx, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) or (ii) why Company's counsel or Parent's counsel would not be able and 7.03(c), and Parent hereby agrees to deliver such certificates effective as of the opinions required by Section 7.01(f)date of such opinions.
Appears in 1 contract
Samples: Merger Agreement (Cacheflow Inc)
Plan of Reorganization. (a) This Agreement is intended to constitute a "plan of reorganization" within the meaning of section Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after During the date of this Agreement and until the Effective TimePre-Closing Period, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying as a reorganization under the provisions of section Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization under section Section 368(a) of the Code.
(b) . As of the date hereof, to the Company's Knowledge, there is no Company does not know of any reason (i) why it would not be able to deliver to Xxxxxx Godward LLP ("Xxxxxx Godward") (counsel to the Company's ) or Xxxxxxxxx Xxxxxxx (counsel or to Parent's counsel), at the date of the legal opinions referred to below, certificates substantially in compliance with IRS Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(d), and the Company hereby agrees to deliver such certificates effective as of the date of such opinions, or (ii) why Company's counsel Cooley Godward or Parent's counsel Xxxxxxxxx Xxxxxxx would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(d).
(c) . As of the date hereof, to Parent's Knowledge, there is no Parent and Merger Sub do not know of any reason (i) why it they would not be able to deliver to Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counselXxxxxx Godward, at the date of the legal opinions referred to below, certificates substantially in compliance with IRS the Internal Revenue Service published advance ruling guidelines, with customary exceptions and modifications thereto, to enable such firms to deliver the legal opinions contemplated by Section 7.01(fSections 7.02(d) and 7.03(d), and Parent hereby agrees to deliver such certificates effective as of the date of such opinions, or (ii) why Company's counsel Xxxxxxxxx Xxxxxxx or Parent's counsel Xxxxxx Godward would not be able to deliver the opinions required by Section 7.01(fSections 7.02(d) and 7.03(d).
Appears in 1 contract
Samples: Merger Agreement (Actionpoint Inc)
