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. 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 Sub, nor to Parent's knowledge, any affiliate of Parent, 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 the Company 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. 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. 28 ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER.......................28
Reorganization Qualification. Zipcar will continue at least one significant historic business line of the Company, or use at least a significant portion of the Company’s historic assets in a business, in each case within the meaning of Treas. Reg. § 1.368-1(d), including that Zipcar may transfer the Company’s historic business assets (a) to a corporation that is a member of Zipcar’s “qualified group,” within the meaning of Treas. Reg. § 1.368-l(d)(4)(ii) or (b) to a partnership if (i) one or more members of Zipcar’s “qualified group” have active and substantial management functions as a partner with respect to the Company’s historic business or (ii) members of Zipcar’s “qualified group” in the aggregate own an interest in the partnership representing a significant interest in the Company’s historic business, in each case within the meaning of Treas. Reg. § 1.368-l(d)(4)(iii). The parties will not take any actions inconsistent with treatment of the transactions contemplated by this Agreement as a reorganization for U.S. federal income tax purposes; provided, however, that neither party shall be restricted in enforcing its rights or performing its obligations under this Agreement.
