Common use of Spin-Offs Clause in Contracts

Spin-Offs. None of the members of the Company Group has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment pursuant to Section 355 of the Code.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Pluralsight, Inc.), Merger Agreement (Pluralsight, Inc.), Merger Agreement (MINDBODY, Inc.)

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Spin-Offs. None In the past five years, none of the members of the Company Group has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment pursuant to Section 355 of the Code.;

Appears in 4 contracts

Samples: Merger Agreement (HireRight Holdings Corp), Merger Agreement (EngageSmart, Inc.), Merger Agreement (Vista Equity Partners Fund Viii, L.P.)

Spin-Offs. None of the members of the The Company Group has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment pursuant to Section 355 of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Monotype Imaging Holdings Inc.), Merger Agreement (Nutraceutical International Corp)

Spin-Offs. None of the members of the Company Group has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for taxTax-free treatment pursuant to Section 355 of the Code.

Appears in 1 contract

Samples: Merger Agreement (Mobileiron, Inc.)

Spin-Offs. None In the past two years, none of the members of the Company Group has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment pursuant to Section 355 of the Code.;

Appears in 1 contract

Samples: Merger Agreement (Chico's Fas, Inc.)

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Spin-Offs. None of the members of the Company Group has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify in whole or in part for tax-free treatment pursuant to Section 355 of the Code.

Appears in 1 contract

Samples: Merger Agreement (Omnicomm Systems Inc)

Spin-Offs. None of the members of the The Company Group has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment pursuant to Section 355 of the Code (or so much of Section 356 of the Code as related to Section 355 of the Code).

Appears in 1 contract

Samples: Merger Agreement (Innophos Holdings, Inc.)

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