Tax-Free Merger. The parties hereto intend that the Merger will be treated as a tax-free reorganization under Section 368 of the Code.
Tax-Free Merger. No party shall take any action either prior to or after the Effective Time that could reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code.
Tax-Free Merger. (a) This Agreement constitutes a “plan of reorganization” within the meaning of Section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act it knows could prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, none of the Surviving Company, Parent or any of their affiliates shall take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act it knows could cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.
(b) As of the date hereof, Target does not know of any reason (i) why it would not be able to deliver the representation letters contemplated by Section 6.2(h) and Section 6.3(d), or (ii) why counsel to Parent and Target would not be able to deliver the tax opinions contemplated by Section 6.2(h) and Section 6.3(d) based on such representations.
(c) As of the date hereof, Parent does not know of any reason (i) why it would not be able to deliver the representation letters contemplated by Section 6.2(h) and Section 6.3(d), or (ii) why counsel to Parent and Target would not be able to deliver the tax opinions contemplated by Section 6.2(h) and Section 6.3(d) based on such representations.
Tax-Free Merger. (a) Each of Parent, Merger Sub and the Company shall use its commercially reasonable efforts to cause the Merger to qualify, and shall use its commercially reasonable efforts not to, and not to permit or cause any of its Subsidiaries to, take any action that could reasonably be expected to prevent or impede the Merger from qualifying, as a “reorganization” within the meaning of Section 368(a) of the Code.
(b) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of Parent, Merger Sub and the Company shall report the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.
Tax-Free Merger. (a) Following the Merger, the Surviving Corporation will hold at least 90 percent of the fair market value of the net assets, and at least 70 percent of the fair market value of the gross assets, held by Able prior to the Merger. For purposes of this representation, amounts used by Able to pay reorganization expenses and all redemptions, distributions and payments, in cash or property, made by Able in connection with the Merger shall be included as assets of Able prior to the Merger.
(b) Able has no plan or intention to issue additional shares of it stock that would result in Bracknell losing control of Able within the meaning of Section 368(c) of the Code. At the time of the Merger, Able will not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any Person could acquire stock in Able that, if exercised or converted, would affect Bracknell's acquisition or retention of such control.
(c) There is no intercorporate indebtedness existing between Bracknell and Able or between Subco and Able. Able is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. On the date of the Merger, the fair market value of the assets of Able will exceed the sum of its liabilities plus the liabilities, if any, to which its assets are subject. Able is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
(d) Able agrees to treat the Merger as a reorganization within the meaning of Section 368(a) of the Code. This Agreement is intended to constitute a "plan of reorganization" within the meaning of Section 1.368-2(g) of the income Tax regulations promulgated under the Code. Able has not knowingly taken any action that would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. During the period from the date of this Agreement through the Effective Time, unless all parties hereto shall otherwise agree in writing, Able shall not knowingly take or fail to take any action which action or failure would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Able shall cause one or more of its responsible officers to execute and deliver certificates to confirm the accuracy of certain relevant facts as may be reasonably requested by counsel in connection with the preparation and delivery of the Tax opinion described ...
Tax-Free Merger. (a) Following the Merger, --------------- the Surviving Corporation will hold at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets, held by the Company prior to the Merger, and at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets, held by Merger Subsidiary prior to the Merger. For purposes of this representation, amounts used by the Company to pay reorganization expenses and all redemptions, distributions and payments, in cash or property, made by the Company in connection with the Merger shall be included as assets of the Company prior to the Merger.
(b) Prior to the Merger, RHCI will be in control of Merger Subsidiary within the meaning of Section 368(c) of the Code.
(c) RHCI has no plan or intention as part of the plan of the Merger to cause the Surviving Corporation to issue after the Effective Time additional shares of stock that would result in RHCI losing control of the Surviving Corporation within the meaning of Section 368(c) of the Code or any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire stock in the Surviving Corporation that, if exercised or converted, would affect RHCI's acquisition or retention of control of the Surviving Corporation, as defined in Section 368(c) of the Code.
(d) RHCI has no plan or intention to reacquire any of the RHCI Common Stock or RHCI Series 1996 Preferred Stock issued in the Merger.
(e) RHCI has no plan or intention to liquidate the Surviving Corporation, to merge the Surviving Corporation with or into another corporation or to sell or otherwise dispose of the Surviving Corporation stock except for transfers of stock to a corporation controlled by RHCI.
(f) Following the Merger, the Surviving Corporation will continue the Company's historic business or use a significant portion of its historic business assets in a business.
(g) Merger Subsidiary will have no liabilities assumed by the Company and will not transfer to the Company any assets subject to liabilities, in the Merger.
(h) There is no intercorporate indebtedness existing between RHCI and the Company or between Merger Subsidiary and the Company that was issued, acquired, or will be settled, in any case at a discount.
(i) Except as provided in Section 10.04 of this Agreement, RHCI and Merger Subsidiary will pay their respective expenses in...
Tax-Free 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 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. Accordingly, both prior to and after the Closing Date, each party's books and records shall be maintained and federal, state and local income tax returns and schedules thereto shall be filed in a manner consistent with the Merger being qualified as a tax-free merger under Section 368(a) of the Code (unless a court of competent jurisdiction renders a determination (as defined in Section 1313(a)(1) of the Code) that the Merger does not qualify as such). Each party shall provide to each other such information, reports, returns or schedules as may be reasonably required to assist such party in accounting for reporting the Merger being so qualified.
Tax-Free Merger. The Company has not taken any action, nor does the Company know of any fact, that is reasonably likely to prevent the Merger from qualifying as a "reorganization" within the meaning of Code Section 368.
Tax-Free Merger. The cancellation of shares of LMI Common Stock and LMI Preferred Stock issued prior to Closing in exchange for Ebiz Common Stock is intended to qualify as a reorganization within the meaning of ss.368(a) of the Code. The parties hereto will perform and refrain from performing all acts as required by the Code and all rules, regulations or judicial interpretations thereof as necessary to cause this transaction to be treated as a reorganization as stated above, to the extent such treatment is available without altering the terms of this Agreement.
Tax-Free Merger. Each of Parent and the Company will use its commercially reasonable best efforts, and each agrees to cooperate with the other and provide the other with such documentation, information and materials as may be reasonably necessary, proper or advisable to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and to obtain the opinions of counsel referred to in Sections 7.2(c) and 7.3(b). Neither Parent nor the Company will take or fail to take (and, following the Merger, Parent will cause the Surviving Corporation to not take or fail to take) any action which action (or failure to act) would reasonably be expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.
