Tax-Free Merger. (a) Following the Merger, and as a result thereof, 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 Subco prior to the Merger (excluding the Merger Consideration).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bracknell Corp), Agreement and Plan of Merger (Able Telcom Holding Corp), Agreement and Plan of Merger (Bracknell Corp)
Tax-Free Merger. (a) Following the Merger, and as a result thereof, the Surviving Corporation will hold at least 90 percent of the fair market value of the net assets assets, and at least 70 percent of the fair market value of the gross assets assets, held by Subco Able prior to the Merger (excluding 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 Consideration)shall be included as assets of Able prior to the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Able Telcom Holding Corp), Agreement and Plan of Merger (Bracknell Corp), Agreement and Plan of Merger (Bracknell Corp)
Tax-Free Merger. (a) Following At the Merger, and as a result thereofEffective --------------- Time, the Surviving Corporation will hold at least 90 percent of the fair market value of the net assets assets, and at least 70 percent of the fair market value of the gross assets assets, held by Subco the Company prior to the Merger (excluding 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 Consideration)shall be included as assets of the Company prior to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ramsay Managed Care Inc)
Tax-Free Merger. (a) Following At the Merger, and as a result thereof--------------- Effective Time, the Surviving Corporation will hold at least 90 percent of the fair market value of the net assets assets, and at least 70 percent of the fair market value of the gross assets assets, held by Subco the Company prior to the Merger (excluding 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 Consideration)shall be included as assets of the Company prior to the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ramsay Health Care Inc)
