Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 16 contracts
Samples: Merger Agreement (Flint Telecom Group Inc.), Merger Agreement (Flint Telecom Group Inc.), Merger Agreement (Allegro New Media Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
(b) It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a purchase.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling of interests. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 4 contracts
Samples: Merger Agreement (Equity Corp International), Merger Agreement (Tyco International LTD /Ber/), Merger Agreement (Inbrand Corp)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under GAAP. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 4 contracts
Samples: Merger Agreement (Individual Inc), Merger Agreement (Individual Inc), Merger Agreement (Desktop Data Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has consulted with, and is relying upon, its tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences of the United States Income Tax RegulationsMerger.
Appears in 4 contracts
Samples: Merger Agreement (Star Maritime Acquisition Corp.), Merger Agreement (Trinity Partners Acquistion CO Inc.), Merger Agreement (Euroseas Ltd.)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax RegulationsCode and a pooling of interests for accounting purposes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Agreement and Plan of Merger and Reorganization (Onlinetradinginc Com Corp), Merger Agreement (Omega Research Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (ii) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests."
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Concord Communications Inc), Agreement and Plan of Reorganization (Appliedtheory Corp)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) be accounted for financial reporting purposes as a purchase. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. No party to this Agreement shall take any action inconsistent with such treatment.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Critical Path Inc), Agreement and Plan of Reorganization (Fiberstars Inc /Ca/)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
(b) It is intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.
Appears in 3 contracts
Samples: Merger Agreement (Yahoo Inc), Merger Agreement (Applied Micro Circuits Corp), Merger Agreement (Yahoo Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 3 contracts
Samples: Merger Agreement (Modern MFG Services Inc), Merger Agreement (Radix Marine Inc), Merger Agreement (K2 Digital Inc)
Tax and Accounting Consequences. It is intended by the (a) The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
(b) The parties hereto intend that the Merger shall qualify for accounting treatment as a pooling of interests.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Summit Design Inc), Agreement and Plan of Reorganization (Orcad Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Code and (ii) qualify for accounting treatment as a "plan of tax free reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 2 contracts
Samples: Plan and Agreement of Reorganization (Nhancement Technologies Inc), Plan and Agreement of Reorganization (Nhancement Technologies Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. It is also intended by the parties hereto that the Merger shall be treated as a "pooling for interests" for accounting purposes.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Computervision Corp /De/), Agreement and Plan of Reorganization (Parametric Technology Corp)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger.
Appears in 2 contracts
Samples: Merger Agreement (Usa Dealers Auction Com Inc), Merger Agreement (Usa Dealers Auction Com Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) 354 and 1.368-3(a) 361 of the United States Income Tax Regulations.
Appears in 2 contracts
Samples: Merger Agreement (Tekinsight Com Inc), Merger Agreement (Data Systems Network Corp)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests under GAAP. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations promulgated under the Code.
Appears in 2 contracts
Samples: Merger Agreement (Teradyne Inc), Merger Agreement (Megatest Corp)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the CodeInternal Revenue Code of 1986, as amended (the "CODE"). The It is intended by the parties hereto adopt this Agreement that the Merger be treated as a "plan of reorganization" within purchase for financial accounting purposes. Each party has consulted with its own tax advisors and accountants with respect to the meaning of Sections 1.368-2(g) tax and 1.368-3(a) accounting consequences, respectively, of the United States Income Tax RegulationsMerger.
Appears in 2 contracts
Samples: Merger Agreement (Commerce One Inc), Agreement and Plan of Reorganization (Commerce One Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a tax-free plan of reorganization within the meaning of Section 368 of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling-of-interests. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 2 contracts
Samples: Merger Agreement (Atmi Inc), Merger Agreement (Atmi Inc)
Tax and Accounting Consequences. It (a) For federal income tax purposes, it is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
(b) It is intended by the parties hereto that the Merger shall be accounted for as a purchase transaction.
Appears in 1 contract
Samples: Merger Agreement (Ticketmaster Online Citysearch Inc)
Tax and Accounting Consequences. It is ----------------- intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Samples: Merger Agreement (Individual Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
(b) It is intended by the parties hereto that the merger shall qualify for accounting treatment as a pooling of interests.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Broadcast Com Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a tax free reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the CodeCode and (ii) qualify for accounting treatment as a pooling of interests. The parties hereto to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. No party to this Agreement shall take any action inconsistent with such treatment.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Internal Revenue Code of 1986, as a amended (the "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsCODE").
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a tax-free reorganization within the meaning of Section 368 368(a)(i)(A) of the Code, and (ii) subject to applicable accounting standards, qualify for accounting treatment as a pooling-of-interests. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that (a) the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code and (b) this Agreement as shall constitute a "plan of reorganization" reorganization within the meaning of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Income Tax RegulationsCode.
Appears in 1 contract
Samples: Merger Agreement (Isni Net Inc)
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. 4
(b) It is intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The It is intended by the parties hereto adopt this Agreement that the Merger be treated as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationspurchase transaction for financial accounting purposes.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Intraware Inc)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. It is also intended by the parties hereto that the Merger shall qualify for accounting treatment as a pooling of interests.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Phoenix Technologies LTD)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (i) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (ii) qualify for accounting treatment as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationspurchase transaction.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).
Appears in 1 contract
Tax and Accounting Consequences. (a) It is intended by the parties hereto that the Merger merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
(b) It is intended by the parties hereto that the merger shall qualify for accounting treatment as a pooling of interests.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Broadcast Com Inc)
Tax and Accounting Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. The parties hereto intend that the Merger be accounted for as a "purchase" transaction.
Appears in 1 contract
Samples: Merger Agreement (Appnet Inc /De/)
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a forward triangular merger reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "βplan of reorganization" β within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties Parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto Parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. It is intended by the parties hereto that the Merger shall be treated as a "pooling" for accounting purposes.
Appears in 1 contract
Tax and Accounting Consequences. It is intended by the parties hereto that the Merger shall (a) constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement is intended to constitute a plan of reorganization for purposes of Section 368 of the Code) and (b) qualify for accounting treatment as a "plan pooling of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsinterests."
Appears in 1 contract
Samples: Merger Agreement (Informix Corp)