Common use of Section 355 Clause in Contracts

Section 355. Neither Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 15 contracts

Samples: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.), Agreement and Plan of Merger (Glimpse Group, Inc.), Agreement and Plan of Merger (OneWater Marine Inc.)

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Section 355. Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (SPAR Group, Inc.), Agreement and Plan of Merger (SPAR Group, Inc.), Agreement and Plan of Merger (FaZe Holdings Inc.)

Section 355. Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution that was purported or intended to be described in Section 355 of the Code.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)

Section 355. Neither Since December 31, 2013, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the CodeCode (or any similar provision of applicable state, local or non-U.S. Law).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Shutterstock, Inc.), Agreement and Plan of Merger (PRA Health Sciences, Inc.), Agreement and Plan of Merger (Icon PLC)

Section 355. Neither Company Acquirer nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vaporin, Inc.), Agreement and Plan of Merger (Vapor Corp.)

Section 355. Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the CodeCode in the previous three years.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)

Section 355. Neither the Company nor any of its Subsidiaries subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 2 contracts

Samples: Arrangement Agreement (Klondex Mines LTD), Arrangement Agreement (Hecla Mining Co/De/)

Section 355. Neither the Company nor any of its prior Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valpey Fisher Corp)

Section 355. Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the CodeCode during the two-year period ending on the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)

Section 355. Neither the Company nor any of its Subsidiaries Company Subsidiary has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comforce Corp)

Section 355. Neither In the last three (3) years, neither Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Realnetworks Inc)

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Section 355. Neither Since January 1, 2007, neither Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tasty Baking Co)

Section 355. Neither Except as set forth in Section 3.06(k) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)

Section 355. Neither Within the last two years, neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Americas Silver Corp)

Section 355. Neither the Company nor any of its Subsidiaries has been a "distributing corporation" or a "controlled corporation" in connection with a distribution described in Section 355 of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mines Management Inc)

Section 355. Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the CodeCode in the two years prior to the date of this Agreement.

Appears in 1 contract

Samples: Deposit Escrow Agreement (New Frontier Media Inc)

Section 355. Neither the Company nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” in connection with a distribution described in Section 355 of the CodeCode within the past five years.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)

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