Reorganization Status. No party to this Agreement shall undertake any actions not contemplated by this Agreement that would cause the merger to fail to qualify as a reorganization as defined under Section 368(a)(1)(A) of the Code.
Reorganization Status. The parties intend that the transactions contemplated under this Agreement qualify as a “B reorganization” as defined in I.R.C. § 368(a)(1)(B) and shall file all required elections and returns to report this transaction consistent with such intent.
Reorganization Status. (a) There is no present plan or intention for Buyer or any person related to Buyer (as defined in Reg. Sec. 1.368-(1)(e)(3)) to acquire or redeem, during the five-year period beginning on the Closing Date, any of the Aggregate Share Consideration issued in the transaction either directly or indirectly or through any transaction, agreement, or arrangement with any other Person.
Reorganization Status. Neither GPSI nor Parent shall, nor shall either of them permit any Affiliate to, take any actions that would, or would be reasonably likely to, adversely affect the status of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code. GPSI, Parent, and their respective Affiliates shall use all reasonable efforts to achieve such result. Unless otherwise required by Law, each of GPSI, Parent, and their respective Affiliates shall (i) report the Merger on all Tax Returns as a reorganization within the meaning of Section 368(a) of the Code and (ii) not take any position or action that is inconsistent with the characterization of the Merger as such a reorganization in any audit, administrative proceeding, litigation or otherwise. For at least two years after the Effective Time, (A) Merger Subsidiary will not (and Parent will not cause or permit Merger Subsidiary to) (1) sell or otherwise dispose of a substantial part of its assets except in the ordinary course of business, (2) dissolve, (3) liquidate, or (4) merge into another entity (whether or not such entity is owned by Parent or any of Parent's Subsidiaries), and (B) Parent will not transfer any stock of Merger Subsidiary or cause or permit Merger Subsidiary to issue any stock to any Person other than Parent; provided, however, that nothing in this sentence shall prohibit Parent from pledging shares of capital stock of Merger Subsidiary or other assets of Merger Subsidiary to a financial institution as collateral in connection with a secured financing.
Reorganization Status. None of the Parties shall take any actions or fail to take an action after the completion of the Merger that could cause the Merger to cease to qualify as a 368 Reorganization. Each Party agrees to report the Transaction as a tax-free reorganization for all relevant Tax purposes.
Reorganization Status. Each party hereto agrees, as to itself and to each of its Subsidiaries, that after the date hereof and prior to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted in this Agreement, neither party hereto shall, nor shall either party hereto permit any of its Subsidiaries or any employees, officers or directors of such party or of any of its Subsidiaries to, take any actions which would, or would be reasonably likely to, adversely affect the ability of the Merger to qualify as a reorganization under Section 386(a) of the Code, and each party hereto shall use all reasonable efforts to achieve such result.
Reorganization Status. The Integrated Merger is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code. Parent and the Company intend that the First Step Merger and the Second Step Merger will constitute integrated steps in a single “plan of reorganization” within the meaning of Treas. Reg. §1.368-2(g) and 1.368-3, which plan of reorganization the parties adopt by executing this Agreement. None of the parties hereto have taken, will take or will cause to be taken, any action, except as specifically contemplated in this Agreement, that reasonably could be expected to cause the Integrated Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Reorganization Status. Neither Landmark nor Parent shall, nor shall either of them permit any Affiliate to, take any actions which would, or would be reasonably likely to, adversely affect the status of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. Landmark, Parent, and their respective Affiliates shall use all reasonable efforts to achieve such result, including, without limitation, providing representations reasonably requested by counsel in connection with the tax opinion to be provided pursuant to Section 8.2(g). Unless otherwise required by Law, each of Landmark, Parent, and their respective Affiliates shall (i) report the Merger on all Tax Returns as a reorganization within the meaning of Section 368(a) of the Code and (ii) not take any position or action that is inconsistent with the characterization of the Merger as such a reorganization in any audit, administrative proceeding, litigation or otherwise.
Reorganization Status. For federal income tax purposes, the Integrated Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Parent and the Surviving Entity shall report the Merger for income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code, including the filing of the statement required by Treasury Regulations Section 1.368-3, unless otherwise required by a taxing authority pursuant to a “determination” within the meaning of Section 1313(a) of the Code; provided, however, even though it is intended by the parties hereto that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, the parties make no representations or warranties to each other or to any holder of capital stock of the Company that the Merger will qualify as a tax-free “reorganization” under the Code.
Reorganization Status. The Integrated Merger is intended to qualify as a reorganization within the meaning of the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code. The parties hereto shall treat the First Merger and the Second Merger as integrated steps in a single transaction as contemplated by this Agreement, and hereby adopt this Agreement as a "plan of reorganization" within the meaning of Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. Parent covenants and represents that, none of Merger Sub, Newco or Parent (nor any Affiliate of Merger Sub, Newco or Parent, which shall include the Company after the First Merger), has taken or failed to take any action, before the Closing, nor will they take or fail to take any action after the Closing, which could reasonably be expected to cause the Integrated Merger to fail to qualify as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Code; provided, however, that this covenant shall not relieve Parent of its obligation to pay the Merger Consideration in the manner provided in this Agreement. In this regard, Parent agrees and covenants (i) to consummate the Second Merger as soon as practicable after the Closing, and (ii) to pay any Third Future Amounts in Parent Common Stock to the extent (and only to the extent) necessary to cause the aggregate Common Stock Consideration paid in Parent Common Stock, as of each date that payment of a Third Future Amount is paid, to not be less than forty percent (40%) of the aggregate Merger Consideration as of each such date within the meaning of, and determined in accordance with, the continuity of interest requirements under Section 368 of the Code and the treasury regulations thereunder, excluding for this purpose any Parent Common Stock remaining in the Escrow Fund or any Parent Common Stock that may be issued in any subsequent Future Amount. Parent represents that within the time period set forth in Treasury Regulation Section 1.367(a)-3(c)(3)(i)(A), it has been and will be, up to and including the Closing Date, engaged in an active trade or business (the "Active Trade or Business") outside the United States in compliance with Treasury Regulations Section 1.367-3(c)(3). 17 Parent further represents that, as of the Closing Date, it (i) does not have any plan or intention to substantially dispose of or discontinue such Active Trade or Business as described in Treasury Regulation Section 1.367(a)-3(c)(3)(i)(B) and (ii) do...
