STATUS AS REORGANIZATION Sample Clauses
STATUS AS REORGANIZATION. 3.25.1. CSI has no plan or intent to:
(a) Liquidate RP;
(b) Merge RP with or into another corporation;
(c) Sell or otherwise dispose of the stock of RP except for transfers of stock to corporations "controlled" (within the meaning of Section 368(c) of the Code) by CSI;
(d) Reacquire any of its stock issued in connection with the Merger;
(e) Cause RP to issue additional shares of stock of RP that would result in CSI losing "control" (within the meaning of Section 368(c) of the Code) of RP;
(f) Cause RP to sell or otherwise dispose of any of its assets or any assets of Merger Sub acquired in the Merger except for dispositions made in the ordinary course of business or transfers described in Section 368(a)(2)(C) of the Code or described in Treasury Regulation Section 1.368-2(k)(2); or
(g) Take any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
3.25.2. Except as provided in this Agreement, each of CSI and its stockholders will pay their respective expenses, if any, incurred in connection with the Merger.
3.25.3. There is no intercorporate indebtedness existing between CSI and RP, or between Merger Sub and RP, that was issued, acquired or will be settled at a discount.
3.25.4. CSI and any of the major stockholders of CSI do not own, nor have they owned during the past five years, any shares of stock of RP.
3.25.5. Neither CSI nor Merger Sub is an "investment company" (within the meaning of Sections 368(a)(2)(F)(iii) and (iv) of the Code);
3.25.6. Merger Sub is being formed solely for the purpose of merging with and into RP and, as of the Effective Date, will not have had any existing operation, assets or liabilities (other than liabilities for franchise taxes, if applicable, and liabilities under this Agreement); and
3.25.7. CSI will, as of the Effective Date, own all of the stock of Merger Sub.
STATUS AS REORGANIZATION. (a) For U.S. federal and applicable state and local income tax purposes, since its respective date of formation, Acquiror and Merger Sub has each been classified as a corporation.
(b) Neither Acquiror, Merger Sub, nor any of their Affiliates or Subsidiaries has any knowledge of any facts or has taken or agreed to take any action that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. There are no agreements, plans or other circumstances that could reasonably be expected to prevent the Merger, together with the issuance of shares of Acquiror Common Stock to the Company Stockholders, from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Merger Sub is an entity newly formed for the purpose of participating in the Merger and is wholly owned by Acquiror, which is in “control” of Merger Sub within the meaning of Section 368(c) of the Code. Immediately following the Merger, Acquiror will be in control of the Surviving Corporation within the meaning of Section 368(c) of the Code.
STATUS AS REORGANIZATION. 3.23.1 FMP has no plan or intent to:
(a) Liquidate RG;
(b) Merge RG with or into another corporation;
(c) Sell or otherwise dispose of the stock of RG except for transfers of stock to corporations "controlled" (within the meaning of Section 368(c) of the Code) by FMP;
(d) Reacquire any of its stock issued in connection with the Merger;
(e) Cause RG to issue additional shares of stock of RG that would result in FMP losing "control" (within the meaning of Section 368(c) of the Code) of RG;
(f) Cause RG to sell or otherwise dispose of any of its assets or any assets of Merger Sub acquired in the Merger except for dispositions made in the ordinary course of business or transfers described in Section 368 (a)(2)(C) of the Code; or
(g) Take any other action that might otherwise cause the Merger not to be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.