Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 141 contracts
Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger and Reorganization (Inhale Therapeutic Systems Inc), Option Agreement (Blastgard International Inc)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby 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 Treasury Income Tax Regulations.
Appears in 30 contracts
Samples: Agreement and Plan of Merger (Interwave Communications International LTD), Agreement and Plan of Merger (Terra Nova Acquisition CORP), Agreement and Plan of Merger (Cea Acquisition Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 14 contracts
Samples: Agreement and Plan of Merger and Reorganization (Genomica Corp /De/), Agreement and Plan of Merger (Artecon Inc /De/), And Purchase Agreement (Landec Corp \Ca\)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby 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 Treasury Income Tax Regulations.
Appears in 12 contracts
Samples: Agreement and Plan of Reorganization (Trio Merger Corp.), Agreement and Plan of Reorganization (Endeavor Acquisition Corp.), Agreement and Plan of Merger (Multi Link Telecommunications Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (SyntheMed, Inc.), Agreement and Plan of Merger and Reorganization (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 7 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 7 contracts
Samples: Employment Agreement (CLS Holdings USA, Inc.), Agreement and Plan of Merger (Rita Medical Systems Inc), Agreement and Plan of Reorganization (Rainbow Technologies Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (Luna Innovations Inc), Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc), Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 6 contracts
Samples: Agreement and Plan of Merger and Reorganization (CWR 1, LLC), Agreement and Plan of Merger and Reorganization (Trustfeed Corp.), Agreement and Plan of Merger and Reorganization (Ohr Pharmaceutical Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pocket Games Inc.), Agreement and Plan of Merger (Pocket Games Inc.), Agreement and Plan of Merger and Reorganization (Nile Therapeutics, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties 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 Treasury Regulations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Avatech Solutions Inc), Agreement and Plan of Merger and Reorganization (Ethos Environmental, Inc.), Agreement and Plan of Merger and Reorganization (Replidyne Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Stemcells Inc), Agreement and Plan of Merger (Biosante Pharmaceuticals Inc), Agreement and Plan of Merger (Biosante Pharmaceuticals Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 4 contracts
Samples: Share Exchange Agreement (Tixfi Inc.), Merger and Share Exchange Agreement (Future Healthcare of America), Merger Agreement (Kalahari Greentech Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties 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 Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Poniard Pharmaceuticals, Inc.), Voting Agreement (Corautus Genetics Inc), Agreement and Plan of Merger and Reorganization (Novacea Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Resonate Blends, Inc.), Agreement and Plan of Merger and Reorganization (DropCar, Inc.), Agreement and Plan of Merger (Pioneer Power Solutions, Inc.)
Tax Consequences. For federal income tax purposes, the The Merger is intended by the Parties to constitute qualify as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code. The parties to this Agreement hereby Parties 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 applicable Treasury Regulations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Caesars Acquisition Co), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Tax Consequences. For federal income tax Tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 4 contracts
Samples: Voting and Lock Up Agreement (Tapimmune Inc.), Agreement and Plan of Merger (Opexa Therapeutics, Inc.), Agreement and Plan of Merger (Signal Genetics, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. 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 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Broadcast International Inc), Agreement and Plan of Merger and Reorganization (Opnext Inc), Agreement and Plan of Merger and Reorganization (Oclaro, Inc.)
Tax Consequences. For federal Federal income tax purposes, it is intended that the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and that this Agreement hereby adopt this Agreement as constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (On2com Inc), Agreement and Plan of Merger (Lycos Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to file the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Neothetics, Inc.), Agreement and Plan of Merger and Reorganization (Senseonics Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Regado Biosciences Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Macromedia Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Heckmann CORP), Agreement and Plan of Merger and Reorganization (Copper Mountain Networks Inc), Agreement and Plan of Merger and Reorganization (Tut Systems Inc)
Tax Consequences. For federal income tax purposes, It is intended by the Parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code. The parties to this Agreement hereby 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 Treasury Income Tax Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fuse Medical, Inc.), Agreement and Plan of Merger (Golf Rounds Com Inc), Agreement and Plan of Merger (Golf Rounds Com Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Nivalis Therapeutics, Inc.)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Manufacturers Services LTD), Agreement and Plan of Merger and Reorganization (Global Sports Inc), Agreement and Plan of Merger (Manufacturers Services LTD)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) of the Treasury Regulations, and intend to report consistently with the foregoing, including by filing the statement required by Section 1.368-3(a) of the United States Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cleanspark, Inc.), Agreement and Plan of Merger (Wikisoft Corp.), Agreement and Plan of Merger (Lifequest World Corp.)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto and SSCI that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Safeway Inc), Agreement and Plan of Merger (Vons Companies Inc), Agreement and Plan of Merger (Safeway Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.), Agreement and Plan of Merger and Reorganization (Website Pros Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties 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 Treasury IRS Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Providence Capital I Inc), Agreement and Plan of Merger and Reorganization (United American Companies Inc), Agreement and Plan (Gourmet Station Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties 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 Treasury Regulations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Applied Nanoscience Inc.), Merger Agreement (Capital Title Group Inc), Agreement and Plan of Merger (Pacific Vision Group Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368( a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties shall report the Merger consistent therewith. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthaxis Inc), Agreement and Plan of Merger (BPO Management Services)
Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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(a3T(a) of the United States Treasury Regulations.Regulations of which the
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rf Micro Devices Inc), Agreement and Plan of Merger and Reorganization (Sirenza Microdevices Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(2)(D) of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Group Holdings Inc), Agreement and Plan of Merger (Liberty Holdings Group Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Agreement and Plan of Merger (Crimson Exploration Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Allos Therapeutics Inc), Agreement and Plan of Merger And (Amag Pharmaceuticals Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within Tax-Free Reorganization/Contribution and the meaning of Section 368 of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medytox Solutions, Inc.), Agreement and Plan of Merger (CollabRx, Inc.)
Tax Consequences. For U.S. federal income tax purposes, it is intended that the Merger is intended to constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties to , and this Agreement hereby adopt this Agreement constitute and be adopted as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations §§ 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipse Resources Corp), Agreement and Plan of Merger (Eclipse Resources Corp)
Tax Consequences. For federal income tax purposes, the Corporate Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Treasury Department regulation sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Combanc Inc), Agreement and Plan of Merger (First Defiance Financial Corp)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Voting Agreement (Inotek Pharmaceuticals Corp), Voting and Lock Up Agreement (Cempra, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeReorganization. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.), Agreement and Plan of Merger (Equinix Inc)
Tax Consequences. For federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Affiliate Agreement (Ebay Inc), Agreement and Plan of Merger (Fisher Business Systems Inc)
Tax Consequences. For federal income tax purposes, It is intended by the Parties that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulation Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Industries Corp), Agreement and Plan of Merger (Rayovac Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within Tax-Free Reorganization and the meaning of Section 368 of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amtech Systems Inc), Agreement and Plan of Merger (Btu International Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hypercom Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiant Systems Inc), Agreement and Plan of Merger (Radiant Systems Inc)
Tax Consequences. For federal income tax purposes, the Merger Merger, together with the Warrant Exchange Offer, is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby Parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Transaction Bonus Payout Agreement (Invitae Corp), Transaction Bonus Payout Agreement (CombiMatrix Corp)
Tax Consequences. For federal income tax purposes, the The Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations. Each of the Parties shall, for U.S. federal income tax purposes, report the Merger as a reorganization within the meaning of Section 368 of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Helios & Matheson Analytics Inc.), Agreement and Plan of Merger (Vbi Vaccines Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations. 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 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Raven Industries Inc), Agreement and Plan of Merger and Reorganization (Broadcast International Inc)
Tax Consequences. For federal income tax purposes, the Corporate Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Department regulation sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PVF Capital Corp), Agreement and Plan of Merger (United Community Financial Corp)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) 2 and 1.368-3(a) 3 of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sorrento Therapeutics, Inc.), Agreement and Plan of Merger (Sorrento Therapeutics, Inc.)
Tax Consequences. For It is intended by the parties hereto that, for United States federal income tax purposes, the Merger is intended to Mergers, taken together, shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pharmacopeia Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Tax Consequences. For federal Federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and that this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Go2net Inc), Agreement and Plan of Merger (Lycos Inc)
Tax Consequences. For federal income tax purposes, It is intended by the parties hereto that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Novellus Systems Inc), Agreement and Plan of Reorganization (Speedfam Ipec Inc)
Tax Consequences. For It is intended by the parties hereto that, for U.S. federal income tax purposes, the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a)(1)(A) and (2)(E) of the Code. The parties to Code and this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of United States Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Finisar Corp), Agreement and Plan of Merger (Optium Corp)
Tax Consequences. For federal income tax purposes, It is intended by the Parties that the Merger is intended to shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Health Properties Inc), Agreement and Plan of Merger (Health Care Property Investors Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization "reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger and Reorganization (Lycos Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salton Inc), Agreement and Plan of Merger (Certegy Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rurbanc Data Services Inc), Agreement and Plan of Merger (Rurban Financial Corp)
Tax Consequences. (a) For federal income tax purposes, the Corporate Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Department regulation sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Defiance Financial Corp), Agreement and Plan of Merger (Pavilion Bancorp Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lpath, Inc), Agreement and Plan of Merger and Reorganization (Celladon Corp)
Tax Consequences. For U.S. federal income tax purposes, 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 constitute be and is adopted as a plan of reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBTX, Inc.), Agreement and Plan of Merger (Allegiance Bancshares, Inc.)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code that is not subject to the application of Section 367(a)(1) of the Code. The parties 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 Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp), Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp)
Tax Consequences. For federal income tax purposes, the Merger is not intended to constitute a reorganization “reorganization” within the meaning of Section 368 of the Code, and the parties will report the Merger as such for federal, state and local income tax purposes. The parties to this This Agreement hereby adopt this Agreement as does not constitute a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is and the Second Step Merger, considered together as a single integrated transaction, are intended to constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The parties to this Agreement 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 Treasury Regulations. The Company, Parent and Sub will each be a party to the reorganization with the meaning of Section 368(b) of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cyan Inc), Agreement and Plan of Merger (Ciena Corp)
Tax Consequences. For federal Federal income tax purposes, the Merger is ---------------- intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and that this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)
Tax Consequences. For federal income tax purposes, the The Merger is intended to constitute a reorganization within the meaning of Section 368 of the CodeCode for federal income tax purposes, and the Parties will take all commercially reasonable steps in furtherance thereof, including (without limitation) the making of all required filings and the keeping of all required records. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368ss.ss.1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bartels Williams H), Agreement and Plan of Merger (Pia Merchandising Services Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger it is intended to that the Mergers, taken together, shall constitute a reorganization “reorganization” within the meaning of Section 368 of the Code. The parties to , and this Agreement hereby adopt this Agreement as is intended to be, and is adopted as, a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Isle of Capri Casinos Inc)
Tax Consequences. For U.S. federal income tax Tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" within ” for purposes of Section 354 and 361 of the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which Yumanity, Merger Sub and the Company are parties under Section 368(b) of the United States Treasury RegulationsCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Yumanity Therapeutics, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code, and the Parties agree to report the Merger and all related transactions consistently therewith. The parties Parties also agree to this Agreement take such actions as may be reasonably required to cause the Merger to be treated as a qualifying reorganization and to take no action which would disqualify the Merger from reorganization status under Section 368 of the Code. The Parties hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a1.368(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spectrum Sciences & Software Holdings Corp)
Tax Consequences. For federal income tax purposes, the Merger ---------------- is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Template Software Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 of the Code. The parties Parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganizationPLAN OF REORGANIZATION" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Horizon Medical Products Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manufacturers Services LTD)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ebay Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties Parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Merger Agreement (Vasogen Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code in a transaction intended to qualify as a statutory merger under Section 368(a)(1)(A) of the Code by reason of Section 368(a)(2)(E) of the Code. The parties Parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
Tax Consequences. For U.S. federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Tax Consequences. For U.S. federal income tax Tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" within ” for purposes of Section 354 and 361 of the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which Organovo, Merger Sub and Buyer are parties under Section 368(b) of the United States Treasury RegulationsCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is Mergers, taken together, are intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.. 1.12
Appears in 1 contract
Tax Consequences. (a) For federal income tax Tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement Parties hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a). The Parties agree to treat MTS as a United States domestic corporation for U.S. federal income tax purposes under Section 7874(b) of the United States Treasury RegulationsCode following the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mer Telemanagement Solutions LTD)
Tax Consequences. For U.S. federal income tax Tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties to this Agreement Parties hereby adopt this Agreement as a "“plan of reorganization" within ” for purposes of Sections 354 and 361 of the meaning of Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a), to which Forza, Merger Sub and the Company are parties under Section 368(b) of the United States Treasury RegulationsCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Twin Vee PowerCats, Co.)
Tax Consequences. For federal income tax purposes, the Merger is ---------------- intended to constitute a tax-free reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Secured Credit Agreement (Advanced Micro Devices Inc)
Tax Consequences. For federal income tax Tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rent a Center Inc De)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Basin Exploration Inc)
Tax Consequences. For United States federal income tax purposespurposes (and applicable state and local), the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proteon Therapeutics Inc)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-Section 1.368- 2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caladrius Biosciences, Inc.)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization “reorganization” within the meaning of Section 368 of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Blue Martini Software Inc)
Tax Consequences. For U.S. federal income tax purposes, the Merger is Mergers are intended to constitute a reorganization reorganizations within the meaning of Section 368 368(a) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Triquint Semiconductor Inc)
Tax Consequences. For It is intended that for U.S. federal income tax purposes, the Merger is intended to constitute shall qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code, and this Agreement is hereby adopted as the plan of reorganization for purposes of Sections 354, 361, and 368 of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" Code and within the meaning of Sections Treasury regulation section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 of the Code. The parties to this Agreement Parties hereby adopt this Agreement as a "plan of reorganization" with respect to the Company and Sub within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby intend to 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 Treasury Regulations.
Appears in 1 contract
Tax Consequences. For It is intended that the Merger and the Final Merger, considered together as a single integrated transaction for federal income tax purposes, the Merger is intended to constitute shall qualify as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code. The parties to this , and that the Agreement hereby adopt this Agreement as shall constitute a "“plan of reorganization" within the meaning ” for purposes of Sections 1.368-2(g) 354 and 1.368-3(a) 361 of the United States Treasury RegulationsCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)
Tax Consequences. For federal income tax purposes, the Merger is Mergers, taken together, are intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterprise Acquisition Corp.)
Tax Consequences. For United States federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a)(1)(A) of the Code. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.3681368-3(a) of the United States Treasury Regulations.
Appears in 1 contract
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g1.368‑2(g) and 1.368-3(a1.368‑3(a) of the United States Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morgan Group Holding Co)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a tax-free reorganization within the meaning of Section 368 368(a)(2)(E) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Digitalthink Inc)
Tax Consequences. For federal income tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368 368(B) (1)(A) of the Code. The parties 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 Treasury Regulations.
Appears in 1 contract
Samples: Agreement and Plan (Alpha Fibre Inc)
Tax Consequences. For federal Federal income tax purposes, the Merger is ---------------- intended to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties to , and this Agreement hereby adopt this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(aSection 368(a) of the United States Treasury RegulationsCode.
Appears in 1 contract
Tax Consequences. For It is intended by the parties that, for United States federal income tax purposes, the Merger is intended to constitute qualify as a reorganization within tax-free “reorganization” under the meaning provisions of Section 368 368(a)(2)(E) of the Code. The parties to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulation Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations).
Appears in 1 contract
