Reorganization Status Sample Clauses

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 Tax-free reorganization as defined under Section 368(a) of the Code. Each Party shall report the Transaction as a Tax-free reorganization within the meaning of Section 368(a) of the Code for all relevant Tax purposes.

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. 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. 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.Section 7.12.

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 will take any action that would be reasonably expected to cause the Integrated Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code except as specifically contemplated by this Agreement.

Reorganization Status. Take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent or impede the Merger and Bank Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Reorganization Status. (i) None of Parent or any Parent Subsidiary is aware of the existence of any fact or circumstance, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede the Offer and the Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; provided that no representation is made regarding satisfaction of the “substantially all of the properties” requirement of Section 368(a)(2)(D) of the Code or of the “substantiality test” of Treas. Reg. Sec. 1.367(a)-3(c)(3)(iii). (ii) None of the Parent or any of its Subsidiaries is aware of the existence of any fact or circumstance, or has taken or agreed to take any action, that would reasonably be expected to prevent or impede the Second Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Reorganization Status. 53 7.11 Preparation of the Form 10 Registration Statement................. 54 7.12