Tax-Free Reorganization Treatment. None of Parent, Merger Sub, the Company or any of their respective affiliates shall take or cause to be taken any action, whether before or after the Effective Time, which would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 of the Code. Section
Appears in 2 contracts
Samples: Merger Agreement (Medarex Inc), Merger Agreement (Houston Biotechnology Inc)
Tax-Free Reorganization Treatment. None of Parent, Merger --------------------------------- Sub, the Company or any of their respective affiliates shall take or cause to be taken any action, whether before or after the Effective Time, other than those actions specifically required or permitted by this Agreement, which would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 of the Code. Section.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Medarex Inc), Agreement and Plan of Reorganization (Medarex Inc)
Tax-Free Reorganization Treatment. None of Parent, Merger Sub, the Company or any of their respective affiliates Merger Sub shall knowingly take or cause to be taken any action, whether before cause any action to be taken, fail to take any commercially reasonable action or after the Effective Timecause any commercially reasonable action to fail to be taken, which action or failure to act would disqualify reasonably be expected to cause the Company, Merger as a tax-free reorganization within Sub or Parent to be unable to sign the meaning of representation letters necessary for counsel to render the tax opinions referred to in Section 368 of the Code. Section7.2(e) and Section 7.3(e) .
Appears in 1 contract
Samples: Merger Agreement (Sphere 3D Corp)
Tax-Free Reorganization Treatment. None of Parent, Merger Sub, the Company or any of their respective affiliates shall take or cause to be taken any action, whether before or after the Effective Time, which would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 of the Code. Section.
Appears in 1 contract
Samples: Merger Agreement (Bowne & Co Inc)
Tax-Free Reorganization Treatment. None of Parent, Merger Sub, Neither the Company or nor Parent shall, nor shall they permit any of their respective affiliates shall subsidiaries to, take or cause to be taken any action, whether before or after the Effective Time, which action that would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 368(a) of the Code. SectionParent and the Company shall use all reasonable efforts, and shall cause their respective subsidiaries to use their reasonable efforts, to take or cause to be taken any action that would cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Merger Agreement (Refac)
Tax-Free Reorganization Treatment. None of Parent, Merger Sub, Neither the Company or nor Parent shall, nor shall either of them permit any of their respective affiliates shall subsidiaries to, take or cause to be taken any action, whether before or after the Effective Time, which action that would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 368(a) of the Code. SectionParent and the Company shall use all reasonable efforts, and shall cause their respective subsidiaries to use their reasonable efforts, to take or cause to be taken any action that would cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Samples: Merger Agreement (Refac)
Tax-Free Reorganization Treatment. None of Parent, Merger Sub, the Company or any of their respective affiliates Merger Sub shall knowingly take or cause to be taken any action, whether before cause any action to be taken, fail to take any commercially reasonable action or after the Effective Timecause any commercially reasonable action to fail to be taken, which action or failure to act would disqualify reasonably be expected to cause the Company, Merger as a tax-free reorganization within Sub or Parent to be unable to sign the meaning of representation letters necessary for counsel to render the tax opinions referred to in Section 368 of the Code. Section7.2(e) and Section 7.3(e).
Appears in 1 contract
Tax-Free Reorganization Treatment. None of Parent, Merger Sub, Neither the Company or nor Parent shall, nor shall either of them permit any of their respective affiliates shall subsidi- aries to, take or cause to be taken any action, whether before or after the Effective Time, which action that would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 368(a) of the Code. SectionParent and the Company shall use all reasonable efforts, and shall cause their respective subsidiaries to use their reasonable efforts, to take or cause to be taken any action that would cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code.
Appears in 1 contract
Tax-Free Reorganization Treatment. None of Parent, Merger Subthe Purchaser, the Company or any of their respective affiliates shall take or cause to be taken any action, whether before or after the Effective Time, which would disqualify the Merger as a tax-free reorganization within the meaning of Section 368 368(a)(2)(E) of the Code. Section.
Appears in 1 contract
Samples: Merger Agreement (Hubbell Inc)