Reorganization Qualification. 20 SECTION 2.25.Guides.........................................................................................20
Reorganization Qualification. 26 SECTION 3.14.Stockholders'Consent and Approval Obtained.....................................................26 SECTION 3.15.
Reorganization Qualification. Neither the Company nor, to its knowledge, any of its affiliates has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken by Parent or any of its affiliates) would prevent the Merger from qualifying as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
Reorganization Qualification. Each of the Company, Company Subsidiaries, Company OP, Parent, Merger Sub and OP Merger Sub shall use its reasonable best efforts to cause the Merger to qualify, and shall not take any action which could prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.
Reorganization Qualification. The Mergers (except the Xxxxx Merger) are intended to qualify as reorganizations pursuant to Section 368(a)(1)(A) and (a)(2)(E) of the Code. The Stockholders and UbiquiTel Parent shall take the position on all Tax Returns that, for all purposes, such Mergers qualify as reorganizations within the meaning of such Code sections. Further, UbiquiTel Parent and the Stockholders agree that they will report such Mergers accordingly and that they will not take any action which is reasonably likely to be considered to be inconsistent with such reporting positions.
Reorganization Qualification. The parties hereto intend that the transactions consummated pursuant to this Agreement be treated for federal income tax purposes as a merger which qualifies as a "reorganization" within the meaning of Section 368 of the Code, and shall report such transactions in a manner consistent therewith on all federal income tax returns, reports, declarations, claims for refund, or statements (including any schedule or amendment thereto). The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Section 354(a)(1) of the Code.
Reorganization Qualification. Neither Company nor, to its knowledge, any of its affiliates, has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken by Parent or any of its affiliates) would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Reorganization Qualification. Neither Parent nor Merger Sub, nor to Parent's knowledge, any other affiliate of Parent, has taken or agreed to take any action, or knows of any circumstances, that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Reorganization Qualification. 19 Section 3.18 Properties.........................................19 Section 3.19 Patent License Agreement...........................19 Section 3.20 Disclosure.........................................20 Section 3.21 Voting Agreement...................................20 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB...................20 Section 4.1 Corporate Organization.............................20 Section 4.2 Capitalization.....................................21 TABLE OF CONTENTS (CONTINUED) Section 4.3 Authority Relative to this Agreement...............21 Section 4.4 No Conflict; Required Filings and Consents.........21 Section 4.5 Sub's Operations...................................22 Section 4.6 Vote Required......................................22 ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER..............................22 Section 5.1 Conduct of Business of the Company Pending the Merger.................................22 ARTICLE VI ADDITIONAL AGREEMENTS..............................................24 Section 6.1 Stockholder Approval...............................24 Section 6.2 Access to Information; Confidentiality.............24 Section 6.3 Notification of Certain Matters....................25 Section 6.4 Further Action; Reasonable Best Efforts............25 Section 6.5 Public Announcements...............................26 Section 6.6 S Corporation Status...............................27 Section 6.7 Releases...........................................27 Section 6.8 Access to Records..................................27
Reorganization Qualification. Neither Company, the Stockholders, the Stockholder Representative nor any of their affiliates, has taken or agreed to take any action, or knows of any circumstances, that (without regard to any action taken or agreed to be taken by Parent or any of its affiliates) would prevent the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code. Each Stockholder and the Stockholder Representative has been given the ability to confer with, and has relied solely upon, his tax advisors regarding the potential tax implications of the Merger. Each Stockholder and the Stockholder Representative expressly acknowledges that Parent has in no way rendered any advice or guidance to them in this matter. Each Stockholder and the Stockholder Representative also hereby expressly acknowledges that it shall have no claim against Parent, Company or any of their affiliates for any adverse financial impact any Stockholder or the Stockholder Representative may incur by reason of the failure of any portion of this transaction to qualify as a reorganization within the meaning of Section 368 of the Code.
