Common use of Reorganization Matters Clause in Contracts

Reorganization Matters. 1.11.1 The fair market value of the Parent Class A Common Stock and other consideration received by the Stockholder will be approximately equal to the fair market value of the Shares surrendered by the Stockholder in the Merger. 1.11.2 Pursuant to the Merger, the Surviving Corporation will acquire at least ninety (90%) percent of the fair market value of the net assets and at least seventy (70%) percent of the fair market value of the gross assets held by the Company at the time discussions were initiated which led to execution of this Agreement. For purposes of this representation, Company assets used to pay its merger expenses, and all redemptions and distributions made by the Company at any time after discussions were initiated which led to execution of this Agreement will be included as assets of the Company. 1.11.3 The fair market value of the assets of the Company immediately following the Merger will equal or exceed the sum of the liabilities of the Company, including, without limitation, any liabilities to which such assets are subject. 1.11.4 There is no intercorporate indebtedness existing between Precept and the Company or between Merger Sub and the Company that was issued, acquired, or will be settled at a discount. 1.11.5 None of the Parent Class A Common Stock to be received by the Stockholder will be separate consideration for, or allocable to, any employment agreement and the compensation paid by the Surviving Corporation to the Stockholder as an employee will be for services actually rendered and will be commensurate with the amount which would be paid to third parties bargaining at arm's length for similar services. 1.11.6 In contemplation of the Merger, (i) neither the Company nor any party related to the Company within the meaning of Treasury Regulations Section 1.368-1(e)(3) has redeemed or acquired any of the Shares, and (ii) the Company has not made any extraordinary distribution within the meaning of Treasury Regulations Section 1.368-1(e)(1)(ii)(A) with respect to the Shares. 1.11.7 The Company is not an investment company as defined in the Code. 1.11.8 The Company is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

Reorganization Matters. 1.11.1 (a) The fair market value of the Parent Class A Precept Common Stock and other consideration received by the each Stockholder will be approximately equal to the fair market value of the Shares surrendered by the such Stockholder in the Merger. 1.11.2 Pursuant to (b) Immediately following the Merger, the Surviving Corporation will acquire hold at least ninety (90%) 90 percent of the fair market value of the net assets and at least seventy (70%) 70 percent of the fair market value of the gross assets held by the Company at the time discussions were initiated which led to execution of this Agreementinitiated. For purposes of this representation, Company assets used to pay its merger reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by the Company at any time after discussions were initiated which led to execution of this Agreement will be included as assets of the Company. 1.11.3 (c) The fair market value of the assets of the Company immediately following prior to and upon consummation of the Merger will equal or exceed the sum of the liabilities of the Company, including, without limitation, any liabilities to which such assets are subject. 1.11.4 (d) There is no intercorporate indebtedness existing between Precept and the Company or between Merger Sub and the Company that was issued, acquired, or will be settled at a discount. 1.11.5 None of the Parent Class A Common Stock to be received by the Stockholder will be separate consideration for, or allocable to, any employment agreement and the compensation paid by the Surviving Corporation to the Stockholder as an employee will be for services actually rendered and will be commensurate with the amount which would be paid to third parties bargaining at arm's length for similar services. 1.11.6 (e) In contemplation of the Merger, (i) neither the Company nor any party related to the Company within the meaning of Treasury Regulations regulations Section 1.368-1(e)(3) has redeemed or acquired any of the Shares, Shares and (ii) the Company has not made any extraordinary distribution within the meaning of Treasury Regulations regulations Section 1.368-1(e)(1)(ii)(A) with respect to the Shares. 1.11.7 (f) The Stockholders will pay the expenses of the Company and the Stockholders, if any, incurred in connection with the transaction contemplated hereby. (g) The Company is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. 1.11.8 (h) The Company is not under the jurisdiction of a court in a Title title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

Reorganization Matters. 1.11.1 The fair (a) Merger Subs are entities newly formed for the purpose of participating in the Transaction, and at no time prior to the Effective Time of Merger I and the Effective Time of Merger II have had assets (other than nominal assets contributed upon the formation of Merger Subs, which assets will be held by Merger Sub II following the Transaction) or business operations. At all times since its formation, Merger Sub II has been disregarded as separate from Parent for federal income Tax purposes. No IRS Form 8832 has ever been filed with respect to Merger Sub II to treat Merger Sub II as other than a disregarded entity. (b) Except with respect to (i) open-market value purchases of Parent’s stock pursuant to a general stock repurchase program of Parent that has not been created or modified in connection with the Transaction, (ii) repurchases in the ordinary course of business of unvested shares, if any, acquired from terminated employees and (iii) payments of cash in lieu of the issuance of fractional shares, neither Parent Class A nor any Person related to Parent within the meaning of Treasury Regulations Sections 1.368-1(e)(3), (e)(4) and (e)(5) has any plan or intention to repurchase, redeem or otherwise acquire any Parent Common Stock and other consideration received by the Stockholder will be approximately equal issued to the fair market value Company Stockholders pursuant to this Agreement following the Transaction. Other than pursuant to this Agreement, neither Parent nor any Person related to Parent within the meaning of Treasury Regulations Sections 1.368-1(e)(3), (e)(4) and (e)(5) has acquired any Company Common Stock or Company Preferred Stock in contemplation of the Shares surrendered by Transaction, or otherwise as part of a plan of which the Stockholder in the MergerTransaction is a part. 1.11.2 Pursuant to (c) Following the MergerTransaction, Parent, or a member of its qualified group of corporations (as defined by Treasury Regulations Section 1.368-1(d)(4)(ii)), will cause Merger Sub II (the Surviving Corporation Entity) to continue the historic business of Company (or, alternatively, if Company has more than one line of business, will acquire cause Merger Sub II (the Surviving Entity) to continue at least ninety (90%one significant line of Company’s historic business) percent or use a significant portion of the fair market value of the net Company’s historic business assets and at least seventy (70%) percent of the fair market value of the gross assets held by the Company at the time discussions were initiated which led to execution of this Agreementin a business, in a manner consistent with Treasury Regulations Section 1.368-1(d). For purposes of this representation, Company assets used to pay its merger expenses, and all redemptions and distributions made by the Company at any time after discussions were initiated which led to execution of this Agreement Parent will be included deemed to satisfy the foregoing representation if (a) the members of Parent’s qualified group (as defined in Treasury Regulations Section 1.368-1(d)(4)(ii)), in the aggregate, continue the historic business of Company or use a significant portion of Company’s historic business assets of in a business or (b) the Companyforegoing activities are undertaken by a partnership as contemplated by Treasury Regulations Section 1.368-1(d)(4). 1.11.3 The fair market value (d) Neither Parent nor any of its Subsidiaries has any plan or intention to sell or otherwise dispose of the assets of the Company immediately following except for dispositions made in the ordinary course of business or transfers and successive transfers permitted under Treasury Regulation Section 1.368-2(k)(1). (e) Neither Parent nor either of the Merger will equal or exceed Subs is an “investment company” within the sum meaning of Section 368(a)(2)(F)(iii) and (iv) of the Code. (f) Except as specifically set forth in the Agreement, Parent and the Merger Subs will pay their respective expenses, if any, incurred in connection with the Transaction. In the Transaction, no liabilities of the CompanyCompany stockholders will be assumed by Parent or the Merger Subs, includingand neither Parent nor either of the Merger Subs will assume any liens, without limitation, encumbrances or any similar liabilities relating to which such assets are subjectany Company capital stock acquired by Parent in the Transaction. 1.11.4 There is no intercorporate indebtedness existing between Precept and (g) Prior to the Company or between Transaction, Parent will be in control of Merger Sub I within the meaning of Section 368(c) of the Code and will own 100% of the Company that was issuedmembership interests of Merger Sub II, acquiredand following the Transaction, Parent will own 100% of the membership interests of the Surviving Entity. Parent has no plan or will be settled at a discountintention to cause the Surviving Entity, after the Effective Time of Merger II, to issue additional membership interests or to dispose of the membership interests of the Surviving Entity. 1.11.5 (h) The payment of cash in lieu of fractional shares of Parent Common Stock is solely for the purpose of avoiding the expense and inconvenience to Parent of issuing fractional shares of Parent Common Stock. (i) None of the compensation received (or to be received) by any Company stockholder will be separate consideration for, or allocable to, any of its shares of Company stock; none of the shares of Parent Class A Common Stock to be received by the Stockholder any Company stockholder pursuant to Merger I will be separate consideration for, or allocable to, any employment agreement or service arrangement; and the compensation paid by the Surviving Corporation to the Stockholder as an employee any Company stockholder who also provides services to Company will be for services actually rendered (or to be rendered) and will be commensurate with the amount which would be amounts paid to third parties bargaining at arm's arm’s-length for similar services. 1.11.6 In contemplation (j) The fair market value of the Mergerassets of Parent exceeds the amount of the liabilities of Parent immediately following the Transaction. (k) Following the Transaction, (i) neither Parent intends to comply, and cause the Company nor any party related Surviving Entity to comply, with the Company within the meaning record-keeping and information filing requirements of Treasury Regulations Regulation Section 1.368-1(e)(3) has redeemed or acquired any of the Shares, and (ii) the Company has not made any extraordinary distribution within the meaning of Treasury Regulations Section 1.368-1(e)(1)(ii)(A) with respect to the Shares3. 1.11.7 The Company is not an investment company as defined in the Code. 1.11.8 The Company is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

Reorganization Matters. 1.11.1 (a) The fair market value of the Parent Class A Precept Common Stock and other consideration received by the Stockholder each Shareholder will be approximately equal to the fair market value of the Shares surrendered by the Stockholder such Shareholder in the Merger. 1.11.2 (b) Pursuant to the Merger, the Surviving Corporation will acquire at least ninety (90%) 90 percent of the fair market value of the net assets and at least seventy (70%) 70 percent of the fair market value of the gross assets held by the Company at the time discussions were initiated which led to execution of this Agreement. For purposes of this representation, amounts paid by the Company to dissenters, Company assets used to pay its merger reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by the Company at any time after discussions were initiated which led to execution of this Agreement will be included as assets of the Company. 1.11.3 (c) The fair market value of the assets of the Company immediately prior to and immediately following the Merger will equal or exceed the sum of the liabilities of the Company, including, without limitation, any liabilities to which such assets are subject. 1.11.4 (d) There is no intercorporate indebtedness existing between Precept and the Company or between Merger Sub and the Company that was issued, acquired, or will be settled at a discount. 1.11.5 (e) None of the Parent Class A Precept Common Stock to be received by any Shareholder who will also be an employee of the Stockholder Surviving Corporation will be separate consideration for, or allocable to, any employment agreement agreement, and the compensation paid by the Surviving Corporation to the Stockholder as an each such employee will be for services actually rendered and will be commensurate with the amount which would be paid to third parties bargaining at arm's length for similar services. 1.11.6 (f) In contemplation of the Merger, (i) neither the Company nor any party related to the Company within the meaning of Treasury Regulations regulations Section 1.368-1(e)(3) has redeemed or acquired any of the Shares, Shares and (ii) the Company has not made any extraordinary distribution within the meaning of Treasury Regulations regulations Section 1.368-1(e)(1)(ii)(A) with respect to the Shares. 1.11.7 (g) The Company is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. 1.11.8 (h) The Company is not under the jurisdiction of a court in a Title title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.