Tax Consequences of the Merger. It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Tax Consequences of the Merger. The parties hereto acknowledge that the Merger will NOT qualify as a tax-free reorganization within the meaning of section 368 of the Internal Revenue Code of 1986, as amended. Parent and Merger Sub make no representations or warranties to the Company or its stockholders regarding the tax ramifications of the Merger.
Tax Consequences of the Merger. It is intended that, for U.S. federal income tax purposes, the Merger shall (i) qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) not result in gain being recognized pursuant to Section 367(a)(1) of the Code by Persons who are stockholders of the Company immediately prior to the Effective Time (other than any such stockholder that would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Parent following the Merger that does not enter into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8), and that this Agreement is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Tax Consequences of the Merger. For federal income Tax purposes, the Merger, including the deemed contribution by the Company Members of their membership interests in the Company and the receipt by the Company Members of Parent Common Stock, is intended to constitute an exchange of property for stock that satisfies the requirements of Section 351(a) of the Code and the Treasury Regulations promulgated thereunder. The Parties will cooperate to achieve the intended tax treatment and will not take any tax reporting position inconsistent with such treatment.
Tax Consequences of the Merger. The parties hereto acknowledge and agree that the Merger will be treated as a taxable transaction for federal and state tax purposes, and agree not to take any action or file any reports that would be inconsistent with treating the Merger as a taxable transaction for federal and state tax purposes.
Tax Consequences of the Merger. The Merger is intended to qualify as a tax-free reorganization under Section 368 of the Code. Each of the parties hereto agrees to cooperate in order to qualify the transaction as a tax-free reorganization, and to report the Merger for federal and state income tax purposes in a manner consistent with such characterization, including the filing of the statement required by Treasury Regulations Section 1.367(a)-3(c)(6) and the provisions of Treasury Regulation Section 1.368-3.
Tax Consequences of the Merger. Calavo and the Shareholders intend for the Merger to constitute a tax-free reorganization under Section 368(a) of the Code. However, no party to this Agreement is making any representations or warranties to any other party regarding the tax or accounting consequences of the Merger or of any other transaction that is described in this Agreement.
Tax Consequences of the Merger. (a) Notwithstanding anything in this Agreement to the contrary (except the remaining provisions of this Section 1.15), if the product of (i) the number of shares of Parent Common Stock to be issued in the Merger in exchange for Company Capital Stock (excluding the Restricted Share Consideration) and (ii) the Testing Price (as defined below) (such product, the “Value of Stock Consideration”) is less than 40% of the sum of the Value of Stock Consideration and the amount of Non-Stock Consideration (as defined below), then the number and type of Cash Consideration Shares shall be reduced, and the number and type of Stock Consideration Shares shall be increased, so as to cause such percentage to be equal to (as close as possible, but not below) 40%. Such adjustment shall decrease the number and type of Cash Consideration Shares and increase the number and type of Stock Consideration Shares in the manner determined jointly by Parent and the Equityholder Agent; provided, that (A) such adjustment shall be made in a manner that preserves the value to be received by each Stockholder (valuing each share of Parent Common Stock at the Average Price), and (B) the increase in aggregate Stock Consideration is allocated to each Stockholder in proportion to its share of the aggregate Stock Consideration such Stockholder would have received but for this Section 1.15 (unless Parent and Equityholder Agent agree otherwise). For the sake of clarity, no Stockholder who otherwise would receive solely Cash Consideration shall receive Stock Consideration by reason of this Section 1.15. If an adjustment occurs pursuant to this Section 1.15, then the percentage of Stock Consideration and Cash Consideration deposited into the Escrow Fund pursuant to Section 1.8 shall be adjusted to equal the same percentages as the percentages of Merger Consideration comprising Cash Consideration and Stock Consideration as so adjusted, valuing the Stock Consideration using the Average Price. Notwithstanding the foregoing, in no event shall the total number of shares of Parent Common Stock issued pursuant to the Merger and upon exercise of options assumed by Parent in the Merger exceed 19.9% of the number of shares of Parent Common Stock outstanding immediately prior to the Closing Date (the “Stock Consideration Cap”).
(b) For purposes of this Section 1.15:
Tax Consequences of the Merger. The merger is intended to qualify as a reorganization under section 368 of the Code pursuant to which no gain or loss will be recognized by the parties upon consummation of the merger. None of the parties shall take any action that would cause the transaction to fail to qualify as a reorganization under section 368 or report the merger for federal and state income tax purposes in a manner inconsistent with that characterization.
Tax Consequences of the Merger. For U.S. federal income tax purposes, ------------------------------ no gain or loss will be recognized by Cornerstone, any Cornerstone stockholder, NewCo or the Transitory Subsidiary as a result of the Merger, and solely for purposes of the Members satisfying the control requirement of Section 351 of the Code (as a result of the Merger, the S&N Interest Contribution and any related transfers), the stockholders of Cornerstone will be treated as transferors (as described in Section 351) of their stock to NewCo in exchange for NewCo stock to the extent they would have been transferors had they transferred their stock directly to NewCo, provided, however, that no representation is made as to whether the requirements of Section 351 of the Code are otherwise satisfied.
