Reorganization for Tax Purposes. Each of the parties hereto undertakes and agrees to use its reasonable efforts to cause the Merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that it will not intentionally take any action that would cause the Merger to fail to so qualify.
Reorganization for Tax Purposes. The Merger is intended to be treated for U.S. federal income tax purposes as a “reorganization” described in Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and by executing this agreement the parties intend to adopt a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations.
Reorganization for Tax Purposes. Section 7.7. Notification Section 7.8. Consummation of Agreement Section 7.9. Affiliates: Restrictive Legend Section 7.10. Directors’ and Officers’ Insurance and Indemnification.
Reorganization for Tax Purposes. Each of the parties hereto undertakes and agrees to use its reasonable efforts to cause the Holding Company Merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code and that it will not intentionally take any action that would cause the Holding Company Merger to fail to so qualify; provided however, that this Section shall not be deemed to limit Buyer's discretion as provided in Section 2.3 to determine whether to adjust the amount of Buyer's Stock and cash delivered as Merger Consideration so that the Holding Company Merger will qualify as a tax free reorganization under Section 368(a) of the Code.
Reorganization for Tax Purposes. 36 6.10. Accounting Treatment......................................... 37 6.11.
Reorganization for Tax Purposes. The Holding Company, Triangle and United Federal each undertakes and agrees to use its reasonable best efforts to cause the Merger to qualify as a
Reorganization for Tax Purposes. Catawba, Bancshares, and First ------------------------------- Xxxxxx each undertakes and agrees to use its reasonable best efforts to cause the Exchange to qualify as a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code, and that it will not intentionally take any action that would cause the Exchange to fail to so qualify.
Reorganization for Tax Purposes. The parties intend to adopt this Agreement as a “plan of reorganization” and to consummate the Merger in accordance with the provisions of Section 368(a) of the Code. In furtherance of the foregoing, the parties hereby agree that they shall not take any position inconsistent (whether in connection with the filing of any Tax Return, an audit by the Internal Revenue Service or any applicable state or local tax authority, or a judicial proceeding relating to tax consequences of the Merger) with the treatment of the Merger as a tax-free reorganization for U.S. federal, state and local income tax purposes. In addition, subsequent to the consummation of the Merger the parties shall not take any actions that might otherwise cause the Merger to be treated as other than a tax-free reorganization, nor shall they fail or omit to take any such actions as are necessary to maintain the treatment of the Merger as a tax-free reorganization.
Reorganization for Tax Purposes. Neither Parent, nor Merger Sub, nor any of their respective Boards of Directors, officers, employees or shareholders have any plan or intention to undertake any action that would jeopardize the treatment of the Merger as a reorganization for federal income tax purposes under Section 368(a)(1)(A) and Section 368(a)(2)(D).
Reorganization for Tax Purposes. The Merger is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is hereby adopted by the parties as a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). The parties hereto shall report the transaction for all tax purposes consistent with the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code, and none of the parties hereto shall take any action that would be reasonably expected to cause the Merger to fail to qualify as a reorganization.
