Common use of Tax-Free Reorganization Treatment Clause in Contracts

Tax-Free Reorganization Treatment. The Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 4 contracts

Samples: Merger Agreement (Access Pharmaceuticals Inc), Merger Agreement (Access Pharmaceuticals Inc), Merger Agreement (Somanta Pharmaceuticals Inc.)

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Tax-Free Reorganization Treatment. The Company and Parent shall notNo party shall, and none shall not permit any of their respective Subsidiaries its subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent would disqualify the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; provided that the foregoing shall not be construed to restrict Parent from completing the Parent Transaction.

Appears in 2 contracts

Samples: Merger Agreement (Pharmaceutical Marketing Services Inc), Merger Agreement (Walsh International Inc \De\)

Tax-Free Reorganization Treatment. The (a) Neither Company and nor Parent shall, nor shall not, and shall not they permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent that would disqualify the Merger from qualifying as a "reorganization" reorganization within the meaning of Section 368(a) of the Code. (b) Each of the Company and Parent shall report the Merger as a reorganization within the meaning of Section 368 of the Code, unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Applera Corp), Merger Agreement (Axys Pharmaceuticals Inc)

Tax-Free Reorganization Treatment. The Company Company, Parent and Parent shall not, and Merger Sub shall not permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement or which could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 2 contracts

Samples: Merger Agreement (Macrochem Corp), Merger Agreement (Access Pharmaceuticals Inc)

Tax-Free Reorganization Treatment. The Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Macrochem Corp)

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Tax-Free Reorganization Treatment. The Neither Company and nor Parent shall, nor shall not, and shall not they permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent that would disqualify the Merger from qualifying as a "reorganization" reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Axys Pharmaceuticals Inc)

Tax-Free Reorganization Treatment. The Company Holdings, the Company, Parent and Parent shall not, and Merger Sub shall not permit any of their respective Subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement or which could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Macrochem Corp)

Tax-Free Reorganization Treatment. The Company and Parent shall not, and shall not permit any of their respective Subsidiaries subsidiaries to, intentionally take or cause to be taken any action not otherwise consistent with the transactions contemplated by this Agreement which could reasonably be expected to prevent would disqualify the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Opentv Corp)

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