Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 50 contracts
Samples: Merger Agreement (United Bankshares Inc/Wv), Merger Agreement (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Community Bankers Trust Corp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 40 contracts
Samples: Merger Agreement (Atlantic Union Bankshares Corp), Merger Agreement (Sandy Spring Bancorp Inc), Merger Agreement (First Busey Corp /Nv/)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 368 of the Code.
Appears in 40 contracts
Samples: Merger Agreement (Active Voice Corp), Merger Agreement (Sontra Medical Corp), Merger Agreement (SP Holding CORP)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 36 contracts
Samples: Agreement and Plan of Reorganization, Merger Agreement (Adamis Pharmaceuticals Corp), Merger Agreement (Convio, Inc.)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 35 contracts
Samples: Merger Agreement (First Commonwealth Financial Corp /Pa/), Merger Agreement (People's United Financial, Inc.), Merger Agreement (Hopfed Bancorp Inc)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute be, and is hereby adopted as, a “plan of reorganization” reorganization for purposes of Sections 354 and 361 of the Code.
Appears in 18 contracts
Samples: Merger Agreement (Westport Innovations Inc), Merger Agreement (Fuel Systems Solutions, Inc.), Merger Agreement (Gramercy Property Trust Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 13 contracts
Samples: Merger Agreement (St Paul Bancorp Inc), Merger Agreement (Webster Financial Corp), Merger Agreement (Eagle Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of under Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 12 contracts
Samples: Merger Agreement (Orrstown Financial Services Inc), Merger Agreement (Brookline Bancorp Inc), Merger Agreement (PCSB Financial Corp)
Tax Consequences. It is intended that the Merger Mergers, taken together, shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 12 contracts
Samples: Merger Agreement (Paltalk, Inc.), Merger Agreement (Heartland Financial Usa Inc), Merger Agreement (Umb Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of as that term is used in Sections 354 and 361 of the Code.
Appears in 12 contracts
Samples: Merger Agreement (Berkshire Hills Bancorp Inc), Merger Agreement (Lakeland Bancorp Inc), Merger Agreement (Berkshire Hills Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 10 contracts
Samples: Merger Agreement (1st Constitution Bancorp), Merger Agreement (1st Constitution Bancorp), Merger Agreement (Lakeland Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 9 contracts
Samples: Merger Agreement (Carey International Inc), Merger Agreement (Us Bancorp /Or/), Merger Agreement (Bancorpsouth Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 9 contracts
Samples: Merger Agreement (First Usa Inc), Merger Agreement (Reliance Bancorp Inc), Agreement and Plan of Reorganization (Intracel Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 9 contracts
Samples: Acquisition Agreement (Quadramed Corp), Acquisition Agreement (Whisenhunt Investments Inc), Acquisition Agreement (Quadramed Corp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of under Section 368(a) of the Code, and that this the Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 8 contracts
Samples: Merger Agreement (Mayflower Bancorp Inc), Merger Agreement (Independent Bank Corp), Merger Agreement (Independent Bank Corp)
Tax Consequences. It is intended that the Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 8 contracts
Samples: Merger Agreement (Parkway Acquisition Corp.), Merger Agreement (Gb&t Bancshares Inc), Merger Agreement (North Fork Bancorporation Inc)
Tax Consequences. It is intended that the Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 8 contracts
Samples: Merger Agreement (Suntrust Banks Inc), Merger Agreement (National Commerce Financial Corp), Merger Agreement (Alamosa Holdings Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Codesuch purposes.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Medley Capital Corp), Merger Agreement (Medley Management Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 7 contracts
Samples: Merger Agreement (Winthrop Resources Corp), Merger Agreement (TCF Financial Corp), Merger Agreement (First Interstate Bancorp /De/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of as that term is used in Sections 354 and 361 of the Code.
Appears in 7 contracts
Samples: Merger Agreement (Hanmi Financial Corp), Merger Agreement (CB Financial Services, Inc.), Merger Agreement (FedFirst Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 6 contracts
Samples: Merger Agreement (Pinnacle Financial Partners Inc), Merger Agreement (Pinnacle Financial Partners Inc), Merger Agreement (Pinnacle Financial Partners Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code, ”) and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 Section 368 of the CodeCode and the Treasury Regulations thereunder.
Appears in 6 contracts
Samples: Merger Agreement (Tower Bancorp Inc), Merger Agreement (Abington Bancorp, Inc./Pa), Merger Agreement (Susquehanna Bancshares Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 5 contracts
Samples: Merger Agreement (TCF Financial Corp), Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Professional Holding Corp.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(2)(D) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Merger Agreement (Provant Inc), Merger Agreement (Provant Inc), Merger Agreement (Bridgestreet Accommodations Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes within the meaning of Sections 354 and 361 of the CodeTreasury Regulation Section 1.368-2(g).
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (Oritani Financial Corp), Merger Agreement (Valley National Bancorp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 5 contracts
Samples: Merger Agreement (First Connecticut Bancorp, Inc.), Merger Agreement (Cobiz Financial Inc), Merger Agreement (Suffolk Bancorp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Merger Agreement (Hispanamerica Corp), Merger Agreement (Realco Inc /Nm/), Merger Agreement (Realco Inc /Nm/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Merger Agreement (Center Bancorp Inc), Merger Agreement (Dime Community Bancshares Inc), Merger Agreement (Statewide Financial Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 5 contracts
Samples: Merger Agreement (Valley National Bancorp), Merger Agreement (Valley National Bancorp), Merger Agreement (1st United Bancorp, Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of or reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 5 contracts
Samples: Merger Agreement (FNB Corp/Fl/), Merger Agreement (FNB Corp/Fl/), Merger Agreement (BCSB Bancorp Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code, ") and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (South Financial Group Inc), Merger Agreement (South Financial Group Inc), Merger Agreement (South Financial Group Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that this Agreement shall constitute a “"plan of reorganization” for purposes " within the meanings of Sections 354 354, 361 and 361 368 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (First of Long Island Corp)
Tax Consequences. It is intended that each of the Merger Mergers shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (DEX ONE Corp), Agreement and Plan of Merger (Supermedia Inc.), Merger Agreement (Supermedia Inc.)
Tax Consequences. It is intended that the Merger and the Bank Merger shall each constitute a “reorganization” within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 the Code and 361 of the CodeTreasury Regulations promulgated thereunder.
Appears in 4 contracts
Samples: Merger Agreement (Esb Financial Corp), Merger Agreement (Wesbanco Inc), Merger Agreement (Fidelity Bancorp Inc)
Tax Consequences. It is intended that that, for United States federal income Tax purposes, the Merger shall constitute qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute be, and is hereby adopted as, a “plan of reorganization” reorganization for purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Griffin Capital Essential Asset REIT, Inc.), Merger Agreement (Griffin Capital Essential Asset REIT, Inc.), Merger Agreement (Signature Office Reit Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (Safe Rx Pharmacies, Inc.), Merger Agreement (First Financial Corp /Ri/), Merger Agreement (Gantos Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Sandy Spring Bancorp Inc), Agreement and Plan of Merger (Susquehanna Bancshares Inc), Merger Agreement (Mercantile Bankshares Corp)
Tax Consequences. It it is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(2)(D) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Bridgestreet Accommodations Inc), Merger Agreement (Bridgestreet Accommodations Inc), Merger Agreement (Bridgestreet Accommodations Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(i)(A) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Plan of Merger (Antec Corp), Agreement and Plan of Reorganization (Premier Financial Services Inc), Agreement and Plan of Reorganization (Northern Illinois Financial Corp)
Tax Consequences. It is intended that the Merger Merger, either alone or in conjunction with the Subsidiary Merger, shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Webster Financial Corp), Merger Agreement (Webster Financial Corp), Merger Agreement (Webster Financial Corp)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute be, and is hereby adopted as, a “plan of reorganization” reorganization for purposes of Sections Section 354 and Section 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Kite Realty Group, L.P.), Merger Agreement (Retail Properties of America, Inc.), Merger Agreement (Inland Diversified Real Estate Trust, Inc.)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be, and is hereby adopted as, a “plan of reorganization” for the Merger for purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Spirit Realty Capital, Inc.), Merger Agreement (Realty Income Corp), Merger Agreement (VEREIT Operating Partnership, L.P.)
Tax Consequences. It is intended that the Reincorporation Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” in respect of the Reincorporation Merger for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Compass Bancshares Inc), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 354, 361 and 361 368 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (New Senior Investment Group Inc.), Merger Agreement (Ventas, Inc.), Merger Agreement (Cousins Properties Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Civitas Bankgroup Inc), Merger Agreement (FNB Financial Services Corp), Merger Agreement (LSB Bancshares Inc /Nc/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (Webster Financial Corp), Merger Agreement (First Chester County Corp), Merger Agreement (Newmil Bancorp Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement and the Plan of Merger shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 4 contracts
Samples: Merger Agreement (FCB Financial Corp), Merger Agreement (State Financial Services Corp), Merger Agreement (Osb Financial Corp)
Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 368 of the Code.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Fogdog Inc), Merger Agreement (Phazar Corp), Merger Agreement (Phazar Corp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code, and that this the Agreement shall constitute a “"plan of reorganization” " for purposes of Sections Section 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Echlin Inc), Merger Agreement (Dana Corp), Merger Agreement (Echlin Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Merrill Lynch & Co., Inc.), Merger Agreement (Bank of America Corp /De/), Merger Agreement (Merrill Lynch & Co Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” for purposes of " as that term is used in Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Dime Bancorp Inc), Merger Agreement (Bank United Corp), Merger Agreement (Washington Mutual Inc)
Tax Consequences. It is intended that the Merger shall and the Subsidiary ---------------- Merger each constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (First Source Bancorp Inc), Merger Agreement (Ffy Financial Corp), Merger Agreement (First Place Financial Corp /De/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Medical Dynamics Inc), Merger Agreement (California Pro Sports Inc), Merger Agreement (Amrion Inc)
Tax Consequences. It is intended that the Mergers and the Subsidiary Merger shall constitute a “reorganization” reorganizations within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement (together with the FNH Plan of Merger and the Parent Plan of Merger) shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (First Nationwide Holdings Inc), Agreement and Plan of Reorganization (Mafco Holdings Inc), Merger Agreement (First Nationwide Parent Holdings Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization,” within the meaning of Treasury Regulation Section 1.368-2(g) as defined in Section 368 of the Code, for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (First National Bankshares of Florida Inc), Agreement and Plan of Merger (Fifth Third Bancorp), Merger Agreement (Fifth Third Bancorp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code, ”) and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Lakeland Bancorp Inc), Merger Agreement (Investors Bancorp, Inc.), Merger Agreement (Aros Corp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of reorganization under Section 368(a) of the Code, and that this the Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Chittenden Corp /Vt/), Merger Agreement (Avalon Properties Inc), Merger Agreement (Bay Apartment Communities Inc)
Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Netratings Inc), Merger Agreement (Marketfirst Software Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “"reorganization” within the meaning of " under Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.. ARTICLE II—
Appears in 3 contracts
Samples: Merger Agreement (Brookline Bancorp Inc), Merger Agreement (Bancorp Rhode Island Inc), Merger Agreement (Danvers Bancorp, Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that each of Parent, Merger Sub and the Company hereby adopt this Agreement shall constitute as a “"plan of reorganization” " for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Morgan Associates Inc), Merger Agreement (K N Energy Inc), Merger Agreement (Kinder Richard D)
Tax Consequences. It is intended that each of the Bank Merger and the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, Code and that each of the Bank Merger Agreement and this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Banknorth Group Inc/Me), Merger Agreement (KNBT Bancorp Inc), Merger Agreement (Northeast Pennsylvania Financial Corp)
Tax Consequences. It is intended that the Merger Merger, either alone or in conjunction with the Institution Merger, shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Sterling Financial Corp /Wa/), Merger Agreement (Empire Federal Bancorp Inc), Merger Agreement (Sterling Financial Corp /Wa/)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes, the Merger shall constitute qualify as a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) and (2)(D) of the Code, and that this Agreement shall constitute be, and is hereby adopted as, a “plan of reorganization” reorganization for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Sun Communities Inc), Merger Agreement (Sun Communities Inc)
Tax Consequences. It is intended by the parties that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Andover Bancorp Inc), Merger Agreement (Seacoast Financial Services Corp), Merger Agreement (Home Port Bancorp Inc)
Tax Consequences. It For Federal income tax purposes, it is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” for purposes " within the meaning of Sections 354 and 361 Section 368(a) of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Lycos Inc), Merger Agreement (On2com Inc), Merger Agreement (Lycos Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Community Bank System, Inc.), Merger Agreement (Merchants Bancshares Inc), Merger Agreement (Seacoast Banking Corp of Florida)
Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code").
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc), Merger Agreement (Ondisplay Inc), Merger Agreement (Teletrak Advanced Technology Systems Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is hereby adopted as, a “plan of reorganization” reorganization for purposes of Sections 354 and 361 of the Code. From and after the date of this Agreement and until the Closing Date, each party hereto shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Appears in 3 contracts
Samples: Merger Agreement (DNB Financial Corp /Pa/), Merger Agreement (S&t Bancorp Inc), Merger Agreement (Southeastern Bank Financial CORP)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code, ”) and that this Agreement shall constitute a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Sun American Bancorp), Merger Agreement (Pointe Financial Corp), Merger Agreement (Florida Banks Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Mission Community Bancorp), Merger Agreement (Heritage Oaks Bancorp), Merger Agreement (State Street Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Hudson United Bancorp), Merger Agreement (Td Banknorth Inc.), Merger Agreement (Toronto Dominion Bank)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A), by reason of Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"), and that this Agreement shall constitute a “"plan of reorganization” for purposes " within the meaning of Sections 354 and 361 Section 368 of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc)
Tax Consequences. It is intended that each of the First Step Merger and the Second Step Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 of the Code.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Arvin Industries Inc), Agreement and Plan of Reorganization (Crompton & Knowles Corp), Agreement and Plan of Reorganization (Witco Corp)
Tax Consequences. It is intended that (i) the Merger shall constitute qualify as a “"reorganization” " within the meaning of Section 368(a) of the Code, and that (ii) this Agreement shall will constitute a “"plan of reorganization” for purposes " within the meaning of Sections 354 Treasury Regulation Section 1.368-2(g), and 361 (iii) the Company, Parent and Merger Sub will each be a party to the reorganization within the meaning of Section 368(b) of the Code.
Appears in 3 contracts
Samples: Merger Agreement (Dex Media West LLC), Merger Agreement (Dex Media Inc), Merger Agreement (R H Donnelley Corp)
Tax Consequences. It is intended that the Merger, either alone or in conjunction with the Bank Merger, and the Bank Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Trico Bancshares /), Merger Agreement (North Valley Bancorp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of or reorganization” for purposes of Sections Section 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (FNB Corp/Fl/), Merger Agreement (Annapolis Bancorp Inc)
Tax Consequences. It The Merger is intended that the Merger shall constitute to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be, and is hereby adopted by the Parties as, a “plan of reorganization” for purposes of Sections Section 354 and Section 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Sabra Health Care REIT, Inc.), Merger Agreement (Care Capital Properties, Inc.)
Tax Consequences. It is intended that the Merger Mergers, taken together, shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Vought Aircraft Industries Inc), Merger Agreement (Triumph Group Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of under Section 368(a368(a)(1)(A) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the CodeCode and Section 1.368-2(g) of the Treasury Regulations promulgated thereunder.
Appears in 2 contracts
Samples: Merger Agreement (First Commonwealth Financial Corp /Pa/), Merger Agreement (DCB Financial Corp)
Tax Consequences. It is intended that the Merger Mergers, taken together, shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Firstmerit Corp /Oh/), Merger Agreement (Huntington Bancshares Inc/Md)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” ---------------- reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Acquisition Agreement (Genstar Therapeutics Corp), Acquisition Agreement (Genstar Therapeutics Corp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Staffmark Inc), Merger Agreement (Modem Media Inc)
Tax Consequences. It is intended that the Merger shall ---------------- constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Heller Financial Inc), Merger Agreement (Healthcare Financial Partners Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the CodeCode and the Treasury Regulations promulgated thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Horizon PCS Inc), Merger Agreement (Ipcs Inc)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations promulgated thereunder (the “Code”), and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Western Alliance Bancorporation), Merger Agreement (Western Liberty Bancorp)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Metavante Technologies, Inc.), Merger Agreement (Fidelity National Information Services, Inc.)
Tax Consequences. It is intended that the Merger Mergers, taken together, shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, Code and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Pinnacle Financial Partners Inc), Merger Agreement (BNC Bancorp)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (North Fork Bancorporation Inc), Merger Agreement (North Fork Bancorporation Inc)
Tax Consequences. It is intended that that, for U.S. federal income tax purposes (and applicable state and local tax purposes), the Merger shall constitute will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 354, 361 and 361 368 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Weingarten Realty Investors /Tx/), Merger Agreement (Kimco Realty Corp)
Tax Consequences. It For U.S. federal income tax purposes, it is intended that the Merger Mergers, taken together, shall constitute a “reorganization” within the meaning of Section 368(a) 368 of the Code, and that this Agreement shall constitute is intended to be, and is adopted as, a “plan of reorganization” for purposes within the meaning of Sections 354 and 361 of the CodeTreasury Regulations Section 1.368-2(g).
Appears in 2 contracts
Samples: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Eldorado Resorts, Inc.)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) and (a)(2)(E) of the Code, Code and that this Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Inverness Medical Innovations Inc), Merger Agreement (Ostex International Inc /Wa/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the "Code, ") and that this Agreement shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368(a) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Commerce Bancshares Inc /Mo/), Merger Agreement (West Pointe Bancorp Inc)
Tax Consequences. It For U.S. federal income tax purposes, it is intended that the Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” for purposes reorganization within the meaning of Treasury Regulation Sections 354 1.368-2(g) and 361 of the Code1.368-3(a).
Appears in 2 contracts
Samples: Merger Agreement (Allegiance Bancshares, Inc.), Merger Agreement (CBTX, Inc.)
Tax Consequences. It is intended that the Merger shall constitute will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute constitute, and is adopted as, a “plan of reorganization” for purposes within the meaning of Sections 354 and 361 Section 1.368-2(g) of the CodeTreasury Regulations.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Medical Holdings, Inc.), Merger Agreement (Lance Inc)
Tax Consequences. It is intended that the Merger shall constitute qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code, and that this this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (CapStar Financial Holdings, Inc.), Merger Agreement (Old National Bancorp /In/)
Tax Consequences. It is intended that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the Agreement and this Agreement Plan shall constitute a “"plan of reorganization” " for the purposes of Sections 354 and 361 Section 368 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Osb Financial Corp), Merger Agreement (FCB Financial Corp)
Tax Consequences. It is intended that both the Merger shall constitute and the Subsequent Merger be consummated pursuant to one integrated plan which qualifies as a “reorganization” within the meaning of reorganization under Section 368(a368(a)(1)(A) of the Code, and that this . This Agreement shall constitute a “"plan of reorganization” " for purposes of Sections 354 and 361 Section 368 of the Code.. 2.6
Appears in 2 contracts
Samples: Merger Agreement (Chittenden Corp /Vt/), Merger Agreement (Chittenden Corp /Vt/)
Tax Consequences. It is intended by the Parties hereto that the Merger shall constitute a “reorganization” reorganization within the meaning of Section 368(a) 368 of the Code, and that in particular a triangular merger within the definition rendered by 26 CFR 1.358-6(b)(2)(i). The Parties hereto adopt this Agreement shall constitute in order to effect a “transaction that qualifies as a "plan of reorganization” for purposes " and in particular a "triangular merger" under Section 368(a)(1)(A) or under Section 368(a)(1)(G) of Sections 354 and 361 the Code by reason of the application of Section 368(a)(2)(D) of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Idi Global Inc), Merger Agreement (Bennion Corp)
Tax Consequences. It is intended that the Merger and the Second Step Merger shall constitute qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute is intended to be and is adopted as a “plan of reorganization” reorganization for the purposes of Sections 354 and 361 of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Cit Group Inc), Merger Agreement (First Citizens Bancshares Inc /De/)
Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a “"reorganization” " within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc), Agreement and Plan of Reorganization (Digital Island Inc)
