Common use of Tax Consequences Clause in Contracts

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The , and the parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations promulgated thereunder.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall will constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has ---- consulted its own tax advisors with respect to the meaning of Sections 1.368-2(g) and 1.368-3(a) tax consequences of the United States Income Tax RegulationsMerger.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax U.S. Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-1(c), 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Income Tax Regulations).

Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto to this Agreement adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the intention of the parties hereto that the Merger shall constitute qualify as a reorganization within the meaning of under Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section described in section 368 of the Code. The parties hereto 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 Income Tax Regulations (the “Treasury Regulations”).

Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto to this Agreement adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that The Parties intend that, for U.S. federal income tax purposes, (a) the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code and (b) this Agreement, including any amendments thereto, be, and is hereby adopted as, a “plan of reorganization” involving the Merger for purposes of Section 354 and Section 361 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall will constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall will constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"). The parties hereto adopt this Agreement as a "plan of reorganization" within Each party has consulted its own tax advisors with respect to the meaning of Sections 1.368-2(g) and 1.368-3(a) tax consequences of the United States Income Tax RegulationsMerger.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Section 368 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. The parties shall not take a position on any tax return inconsistent with this Section.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall constitute to qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties hereto to this Agreement 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It The Merger is intended by the parties hereto that the Merger shall constitute Parties to qualify as a reorganization within the meaning of “reorganization” under Section 368 368(a) of the Code. The parties hereto 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 Income Tax applicable Treasury Regulations.

Tax Consequences. It is intended by the parties Parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code. The parties Parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. Each party has consulted with its own tax advisers with respect to the tax consequences of the Merger.

Tax Consequences. It is intended by the parties hereto and SSCI that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto Parties adopt this Agreement as a "“plan of reorganization" ” within the meaning of U.S. Income Tax Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354 and 361 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Income Treasury Regulations, and for all relevant Tax Regulationspurposes.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto to this Agreement hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It For United States federal income tax purposes, it is intended by the parties hereto that the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties hereto adopt Code and that this Agreement as constitutes a "“plan of reorganization" ” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations3.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States U.S. Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that each of the Merger shall constitute Mergers will qualify as a reorganization within the meaning of Section 368 368(a) of the Code. The parties 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the CodeCode and specifically as a reverse-triangular merger under Code Section 368(a)(2)(E). The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.. ARTICLE III

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The , and the parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations promulgated thereunder.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Sections Treasury Regulation sections 1.368-2(g1(c) and 1.368-3(a) of the United States Income Tax Regulations2(g).

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The Code (and any comparable provision of state law), and the parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It The Merger is intended by the parties hereto that the Merger shall 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 hereto 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 Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization within the meaning of described in Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that ---------------- the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Internal Revenue Code of 1986, as amended, that this Agreement as shall constitute a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsregulations thereunder.

Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax RegulationsInternal Revenue Code of 1986, as amended (the "Code"). Each party hereto is relying on its own tax advisor in connection with the Merger.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. None of the parties hereto shall take any action that would be reasonably expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan , to the extent consistent with the provisions of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsapplicable law.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization within the meaning of under Section 368 368(a) of the CodeCode (and any comparable provision of state law). The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Treasury Regulations §§ 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 356 and 361 of the United States Income Code (and any comparable provision of state law) for federal and applicable state income Tax Regulationspurposes. This Agreement shall be interpreted consistent with that intent.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a368(a) of the United States Income Tax RegulationsInternal Revenue Code.

Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto to this Agreement adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties ---------------- hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsDepartment of Treasury Regulations promulgated under the Code.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the CodeIRC. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that The Parties intend that, for U.S. Federal income tax purposes, the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties hereto adopt , and this Agreement hereby is adopted as 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 Income Tax RegulationsCode.

Tax Consequences. It is intended by the The parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and Section 1.368-3(a) of the United States U.S. Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a nontaxable reorganization within the meaning of Section 368 368(a) of the Internal Revenue Code of 1986, as amended (the “Code. The ”), and the parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It Unless the Merger is restructured as the Alternative Taxable Merger, it is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall will 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 intend to report the Merger consistent therewith. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(1)(A) and Section 368(a)(2)(E) of the Code. The parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and Section 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto Parties hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the CodeCode and the regulations promulgated thereunder. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations with respect to the Merger.

Tax Consequences. It is intended by the parties hereto that the ---------------- Merger shall constitute a reorganization within the meaning of Section 368 of the CodeInternal Revenue Code of 1986, as amended (the "CODE"), and each of the parties hereto will use its commercially reasonable efforts to cause the Merger to be treated as such a reorganization. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations. Each party hereto and its affiliates agree to treat the Merger as a reorganization within the meaning of Section 368 of the Code. Each party has consulted with its own tax advisors with regard to the tax consequences of the Merger.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning and for the purposes of Sections 354 and 361 of the Code and Sections 1.368-2(g) and 1.368-3(a3T(a) of the United States Income Treasury Regulations and for all relevant Tax Regulationspurposes.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-1.368- 2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It For federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 368(a) of the CodeCode and the Treasury Regulations promulgated thereunder. The parties hereto to this Agreement adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The Code (and any comparable provision of state law), and the parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto Parties that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger Mergers shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g1(c) and 1.368-3(a) of the United States Income Tax Regulations2(g).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “plan of reorganization” within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Code and Treasury Regulations Sections 1.368-2(g2(G) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall 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 hereto to this Agreement adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that that, for United States federal income tax purposes, the Merger Mergers, taken together, shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" reorganization within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections Treasury Regulations, Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto 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 Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the each Merger shall constitute qualify as a reorganization within the meaning of described in Section 368 368(a) of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) 3 of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement Internal Revenue Code of 1986, as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulationsamended.

Tax Consequences. It The Merger is intended by the parties hereto that the Merger shall to constitute a reorganization within the meaning of Section 368 368(a) of the Code. The parties hereto Parties hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations. 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.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The , and the parties hereto adopt this Agreement as a "“plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations” for such purposes.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The , and the parties hereto hereby adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization "reorganization" within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 354(a) and 361(a) of the Code and Treas. Reg. Sections 1.368-2(g) and 1.368-3(a) of ). It is intended by the United States Income Tax Regulationsparties that the Merger shall qualify for accounting treatment as a purchase.

Tax Consequences. It is intended by the parties hereto that that, for U.S. federal income tax purposes, the Merger shall constitute a reorganization within the meaning of Section 368 368(a)(1)(A) and (2)(E) of the Code. The parties hereto adopt Code and 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Merger ---------------- shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations promulgated under the Code (the "Treasury Regulations").

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code, and any comparable provisions of applicable state or local Law. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 354 and 361 of the Code and Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations, and for all relevant tax purposes.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 368(a) of the Code. The , and the parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations promulgated thereunder.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt Code (and this Agreement as is intended to constitute a "plan of reorganization" within the meaning reorganization for purposes of Sections 1.368-2(g) and 1.368-3(a) Section 368 of the United States Income Tax RegulationsCode).

Tax Consequences. It For U.S. federal income tax purposes, the Merger is intended by the parties hereto that the Merger shall to constitute a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties hereto 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that the Reincorporation Merger Transaction shall constitute a tax-free reorganization within the meaning of Section 368 368(a)(1)(F) of the Code. The parties hereto hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Treasury Regulations.

Tax Consequences. It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "“plan of reorganization" ” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax RegulationsTreasury Regulations under the Code.

Tax Consequences. It For U.S. federal income tax purposes, it is intended by the parties hereto that the Merger shall constitute qualify as a reorganization “reorganization” within the meaning of Section 368 368(a) of the Code. The parties hereto adopt , and 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 Income Tax Regulations).

Tax Consequences. It is intended by the parties hereto that that, for United States federal income Tax purposes, the Merger shall constitute qualify as a reorganization under, and within the meaning of, Section 368(a) of Section the Code, and that this Agreement be, and is hereby adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations).