Common use of Reorganization Clause in Contracts

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 17 contracts

Samples: Merger Agreement (Territorial Bancorp Inc.), Merger Agreement (People's United Financial, Inc.), Merger Agreement (People's United Financial, Inc.)

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Reorganization. The Company has not taken or agreed to take any action action, and is not aware of any fact or circumstance circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 12 contracts

Samples: Merger Agreement (Emclaire Financial Corp), Merger Agreement (Emclaire Financial Corp), Merger Agreement (Cortland Bancorp Inc)

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 7 contracts

Samples: Merger Agreement (First Commonwealth Financial Corp /Pa/), Merger Agreement (Capital Bancorp Inc), Merger Agreement (Seacoast Banking Corp of Florida)

Reorganization. The Company has not taken or agreed to take any action action, and is not aware of any fact or circumstance circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 5 contracts

Samples: Merger Agreement (Bank of Commerce Holdings), Merger Agreement (Bank of Commerce Holdings), Merger Agreement (Columbia Banking System, Inc.)

Reorganization. The Company has not taken any action action, other than pursuant to the terms of and is not aware in accordance with this Agreement, nor does it know of any fact or circumstance that could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 4 contracts

Samples: Merger Agreement (Cerecor Inc.), Merger Agreement (Aevi Genomic Medicine, Inc.), Merger Agreement (Aevi Genomic Medicine, Inc.)

Reorganization. The Company has not taken any action and is not aware of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 4 contracts

Samples: Merger Agreement (CapStar Financial Holdings, Inc.), Merger Agreement (Old National Bancorp /In/), Merger Agreement (State Bank Financial Corp)

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 4 contracts

Samples: Merger Agreement (First Connecticut Bancorp, Inc.), Merger Agreement (Cobiz Financial Inc), Merger Agreement (Suffolk Bancorp)

Reorganization. The Company has not taken or agreed to take any action action, and is not aware aware, after reasonable diligence, of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 3 contracts

Samples: Merger Agreement (Hess Corp), Merger Agreement (Hess Corp), Merger Agreement (Chevron Corp)

Reorganization. The Company has not taken or agreed to take any action action, and is not aware of any fact or circumstance circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 3 contracts

Samples: Merger Agreement (CVB Financial Corp), Merger Agreement (Freeport McMoran Copper & Gold Inc), Merger Agreement (Plains Exploration & Production Co)

Reorganization. The Company has not taken any action and is not aware of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the Merger and the Upstream Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (FB Financial Corp), Merger Agreement (Franklin Financial Network Inc.)

Reorganization. The Company has not taken or agreed to take any action action, and is not aware aware, after reasonable diligence, of the existence of any fact or circumstance circumstance, that could reasonably be expected to prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Noble Energy Inc), Merger Agreement (Noble Energy Inc)

Reorganization. The Company has and its Subsidiaries have not taken or agreed to take any action action, and is are not aware of any fact or circumstance circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Carrizo Oil & Gas Inc), Merger Agreement (Callon Petroleum Co)

Reorganization. The Company has not taken any action and is not aware of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the Merger Combination from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Anadarko Petroleum Corp), Merger Agreement (Chevron Corp)

Reorganization. The Company has not taken any action and is not aware of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the Merger and the Upstream Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Synovus Financial Corp), Merger Agreement (FCB Financial Holdings, Inc.)

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (First Horizon National Corp), Merger Agreement (Capital Bank Financial Corp.)

Reorganization. The Company has not taken any action and nor, to the knowledge of the Company, is not aware of there any fact or circumstance that could would reasonably be expected likely to prevent the Merger Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Fiserv Inc), Merger Agreement (First Data Corp)

Reorganization. The Company has not taken or agreed to take any action action, and is not aware of any fact or circumstance circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger Mergers, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (West Coast Bancorp /New/Or/), Merger Agreement (Columbia Banking System Inc)

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Reorganization. The Company has not taken any action and is not action, nor aware of any fact or circumstance fact, that could reasonably be expected to prevent would jeopardize the qualification of the Merger from qualifying as a “reorganization” within the meaning of tax-free reorganization under Section 368(a368(a)(1)(A) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Welund Fund Inc)

Reorganization. The Company has not taken any action and is not aware of the existence of any fact or circumstance that could reasonably be expected to prevent or impede the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Old National Bancorp /In/)

Reorganization. The Company has not taken any action and is not aware nor does it know of any fact or circumstance that could reasonably be expected to prevent the Merger Mergers from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Avalo Therapeutics, Inc.)

Reorganization. The Company has not taken or agreed to take any action action, has not failed to take any action, and is does not aware know of any fact fact, agreement, plan or circumstance other circumstances that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Lakeland Bancorp Inc)

Reorganization. The Company has not taken any action and is not aware has no knowledge of any fact or circumstance that could reasonably be expected to prevent the Merger and the Holdco Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (People's United Financial, Inc.)

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.. 3.24

Appears in 1 contract

Samples: Merger Agreement (Cascade Bancorp)

Reorganization. The Company has not taken taken, or agreed to take, any action action, and is not aware of any fact or circumstance circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Chesapeake Utilities Corp)

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.. 3.23

Appears in 1 contract

Samples: Merger Agreement (Astoria Financial Corp)

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger and the Subsequent Merger from qualifying being treated as a single integrated transaction that will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (AbbVie Inc.)

Reorganization. The Company has not taken any action and is not aware of any fact or circumstance that could reasonably be expected likely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Mb Financial Inc /Md)

Reorganization. The Company has not taken or agreed to take any action action, and is not aware of any fact or circumstance circumstance, that would prevent or impede, or could reasonably be expected to prevent or impede, the First Merger and the Subsequent Merger, taken together, from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Pacific Continental Corp)

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