Common use of REVERSAL OF DIRECTION OF MERGER Clause in Contracts

REVERSAL OF DIRECTION OF MERGER. In order to allow counsel to opine that the Merger, for federal income tax purposes, will qualify as a tax-free reorganization within the meaning of the Code, the parties have agreed that EQR shall be merged into Wellsford and that Wellsford shall be the Surviving Trust. The parties will jointly file a request for a private letter ruling with the Internal Revenue Service ("IRS"), as soon as practicable after the date hereof, to obtain a private letter ruling from the IRS to the effect that a merger of Wellsford into EQR with EQR being the Surviving Trust will not adversely affect the tax-free nature of the reorganization. If such a private letter ruling is received or in the event the IRS publishes a revenue ruling or other published announcement (including the promulgation of a Treasury regulation) to the effect that, and counsel for the parties are reasonably willing to opine that, a merger of Wellsford into EQR with EQR being the Surviving Trust will not adversely affect the tax-free nature of the reorganization, the parties will amend this Agreement, the Articles of Merger and all other agreements as may be necessary or desirable solely for the purposes of providing for the merger of Wellsford into EQR with EQR being the Surviving Trust; provided, however, that such amendments shall not modify the substantive provisions or economic terms of this Agreement and the transactions contemplated hereby; and further provided that both the Merger and the merger of Wellsford into EQR with EQR being the Surviving Trust are submitted to and approved by the shareholders of EQR and Wellsford in the manner required by applicable law. Any such amendment may be made before or after the approval of the Merger by the respective shareholders of EQR and Wellsford. The costs and expenses of seeking and obtaining any private letter ruling as contemplated by this Section 1.11 shall be borne by EQR. Any conditions to the Merger set forth in Article 6 that would be satisfied but for the reversal of direction of the Merger shall be deemed satisfied.