Common use of PRESERVATION OF TAX AND ACCOUNTING TREATMENT Clause in Contracts

PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Closing Date, VPI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the status of the transaction contemplated hereby as an exchange pursuant to which gain is not recognized under Section 351(a) of the Code, including: (a) the retirement or reacquisition, directly or indirectly, of all or part of the VPI Stock issued in connection with the transactions contemplated hereby; or (b) the entering into of financial arrangements for the benefit of the STOCKHOLDERS.

Appears in 10 contracts

Samples: Merger Agreement (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)

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PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Closing Date, VPI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the status of the transaction contemplated hereby as an exchange pursuant to which gain is not recognized under Section 351(a) of the Code, including: (a) the retirement or reacquisition, directly or indirectly, of all or part of the VPI Stock issued in connection with the transactions contemplated hereby; or or (b) the entering into of financial arrangements for the benefit of the STOCKHOLDERS.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Vacation Properties International Inc)

PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Closing Date, VPI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the status of the transaction contemplated hereby as an exchange pursuant to which gain is not recognized under Section 351(a) of the Code, including: (a) the retirement or reacquisition, directly or indirectly, of all or part of the VPI Stock issued in connection with the transactions contemplated hereby; or (b) the entering into of financial arrangements for the benefit of the STOCKHOLDERSSTOCKHOLDER.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Vacation Properties International Inc)

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PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as contemplated by this Agreement or the Registration Statement, after the Closing Date, VPI shall not and shall not permit any of its subsidiaries to undertake any act that would jeopardize the status of the transaction contemplated hereby as an exchange pursuant to which gain is not recognized under Section 351(a) of the Code, including:: 51 (a) the retirement or reacquisition, directly or indirectly, of all or part of the VPI Stock issued in connection with the transactions contemplated hereby; or (b) the entering into of financial arrangements for the benefit of the STOCKHOLDERS.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Vacation Properties International Inc)

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