Section 351 Transaction. For U.S., federal income tax purposes, the Transaction is intended to constitute an exchange of property for stock under Section 351 of the Code. The parties to this Agreement hereby (i) agree to file and retain such information as shall be required under Section 1.351-3 of the United States Treasury Regulations, and (ii) agree to file all Tax and other informational returns on a basis consistent with such characterization. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Transaction under Section 351 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Closing Date has or may have on any such transaction. Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Transaction is determined not to qualify under Section 351 of the Code.
Section 351 Transaction. Each party hereto acknowledges and agrees that the assignment of the Assets is intended to be treated for federal income tax purposes and relevant state and local tax purposes as an element of a tax-free transaction described in Section 351 of the Internal Revenue Code. No party hereto shall take, or cause or permit to be taken, any position that is inconsistent with such treatment in any tax return or filing or in any tax proceeding.
Section 351 Transaction. The parties intend that the contribution of the Contributed Assets be treated as a transfer described in Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), and the parties agree that they will prepare and file their federal and any state or local income tax returns in a manner consistent with such characterization.
Section 351 Transaction. The parties hereto intend that the transactions contemplated by this Agreement regarding the transfer of securities or cash to RCGI in exchange for RCGI Shares shall be treated as transfers under Section 351 of the Code. None of the parties hereto will take a position on their respective tax returns that is inconsistent with such treatment.
Section 351 Transaction. The Corporation and the Purchaser agree that the transaction effected hereby is entered into in connection with the transaction contemplated by (i) the Merger Agreement, (ii) the Securities Purchase Agreement, dated as of the date hereof, by and among the Corporation and the Purchasers parties thereto, (iii) the Management Contribution Agreements, dated as of the date hereof, by and between the Corporation and the Contributors whose names are set forth on the signature pages thereto and (iv) the Management Subscription and Contribution Agreements, dated as of the date hereof, by and between the Corporation and the Purchasers whose names are set forth on the signature pages thereto (collectively, the "Related Transactions"), and is intended to, together with the Related Transactions, constitute a single transaction under Section 351 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, "Section 351"), so that the Purchasers, along with any other party receiving shares of capital stock in the Corporation pursuant to the Related Transactions, are treated as contributing property to the Corporation in exchange for its shares of capital stock and controlling the Corporation under Section 351 immediately after the Related Transactions are effected. The Corporation and the Purchaser shall report the transaction effected hereby as a contribution under Section 351, and not take any position inconsistent with such treatment.
Section 351 Transaction. Neither CPHI nor Ford has taken any action or failed to take any action which action or failure would jeopardize the treatment of the Transactions as an exchange governed by Section 351 of the Code.
Section 351 Transaction. Upon the Consent of the Members holding Common Units to a plan to incorporate the Company (the "Incorporation Plan"), each Member will transfer such Member's Units to a corporation specifically formed for such purpose (the "Successor Corporation") in exchange for stock of the Corporation in a transaction (the "Section 351 Transaction") intended to qualify under Section 351 of the Internal Revenue Code of 1954, as amended. Each Unit will be valued as if the Company had effectuated a complete liquidation hereunder. Pursuant to the Incorporation Plan, each Common Unit will be exchanged for one share of common stock of the Successor Corporation. The Company shall pay any and all organizational, legal and accounting expenses and filing fees incurred in connection with the Section 351 Transaction. The Successor Corporation shall issue its stock in the Section 351 Transaction in accordance with the Incorporation Plan, which shall specify the classes of stock for which the Units shall be exchanged and which shall attach as exhibits the form of organizational document which shall set forth the rights and privileges of such classes of stock and, if applicable, such other documents and agreements as shall be necessary to confer the rights, privileges and preferences conferred on the holders of Units in Article IX of this Agreement on the holders of such classes or series of stock which shall be issued in exchange for such Units.
Section 351 Transaction. 14.1 Incorporation. Upon either:
(a) Upon either:
(i) The approval of the Board of a plan to incorporate the Company (the “Incorporation Plan”), provided that prior to December 31, 2013, approval of the Holders of a majority of the Class A-1 Units shall also be required, or
(ii) The approval of an Incorporation Plan by the Holders of a majority of the Class A Units, provided that prior to December 31, 2013, approval of the holders of a majority of the Class A-1 Units shall also be required, each Member will transfer such Member’s Units to a corporation specifically formed for such purpose (the “Corporation”) in exchange for stock of the Corporation in a transaction intended to qualify under Section 351 of the Code, (the “Section 351 Transaction”). In the Section 351 Transaction, the Corporation shall issue its stock to the Members in accordance with their respective Units, without regard to class. Each Member shall consent to and raise no objections against, and shall take all necessary and desirable actions in connection with the consummation of the Section 351 Transaction. In the case of a Member that is a corporation, the Member may, in lieu of transferring all of its Units to the Corporation, cause all of its shareholders to transfer all of their shares of stock in the Member to the Corporation.
(b) In the event that the Company is incorporated pursuant to this Section 14.1 but does not effect a Qualified Public Offering immediately thereafter, then the respective rights, preferences, privileges and restrictions of the Class A Unit and the Class A-1 Units as they substantially exist under this Agreement and the Unitholders Agreement shall continue and be in effect in such successor corporation. Further, the Members of the Company, who shall become stockholders of such successor corporation that does not effect a Qualified Public Offering immediately after such incorporation, hereby agree and acknowledge that they shall, upon such incorporation of the Company, enter into a stockholder agreement containing substantially the same rights, preferences, privileges and restrictions with respect to voting as exist in this Agreement and the Unitholders Agreement.
Section 351 Transaction. Neither Driveoff, Navidec or WFC has taken any action or failed to take any action which action or failure would jeopardize the treatment of the Transactions as an exchange governed by Section 351 of the Code.
Section 351 Transaction. The parties intend that, as a result of the status of the Partner Company Subsidiary as a single member limited liability company that is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the acquisition of the Partner Company Subsidiary Interests pursuant to this Agreement will be treated for income tax purposes as a contribution of the assets of the Partner Company Subsidiary to the Founder in exchange for the consideration set forth in Article II in a transaction governed by Section 351 of the Code. Founder will not, and will not cause or permit any of its affiliates to, take or fail to take any action if such action or failure to act would be reasonably expected to cause the transactions contemplated by this Agreement to fail to qualify as an exchange governed by Section 351 of the Code.
