Common use of Tax-Free Reorganization Treatment Clause in Contracts

Tax-Free Reorganization Treatment. (a) The Company and Parent shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). 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. (c) The Company, Parent and Merger Sub shall cooperate and use their reasonable best efforts in order for the Company to obtain the opinion of Xxxxxx & Bird LLP described in Section 6.3(f). In connection therewith, each of the Company, Parent and Merger Sub shall deliver to Xxxxxx & Bird LLP a representation letter substantially in the form of Exhibit E-1 or E-2 hereto, as the case may be, which letter shall be dated on or before the date of such opinion and shall not be withdrawn or modified in any respect as of the Effective Time.

Tax-Free Reorganization Treatment. (a) The Company Company, Parent and Parent Merger Sub shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of the Company Company, Merger Sub and Parent shall report the Merger as a reorganization within the meaning of Section 368 368(a) of the Code, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. (c) The Company, Parent and Merger Sub parties hereto shall cooperate and use their reasonable best efforts in order for the Company to obtain the opinion of Xxxxxx Cravath, Swaine & Bird Mxxxx LLP described in Section 6.3(f7.02(c) and for Parent to obtain the opinion of Axxxxxx Xxxxx LLP described in Section 7.03(c). In connection therewith, each of the CompanyParent, Parent and Merger Sub and the Company shall deliver to Xxxxxx Cravath, Swaine & Bird Mxxxx LLP a and Axxxxxx Xxxxx LLP representation letter substantially in the form of Exhibit E-1 or E-2 heretoletters, as the case may be, which letter shall be dated on or before the date of such opinion and shall not be withdrawn or modified in any respect executed as of the Effective Timedates of such opinions, containing customary factual statements, representations and covenants.

Tax-Free Reorganization Treatment. (a) The Company and Parent Zhone shall use their commercially reasonable best efforts, and shall cause their respective Subsidiaries to use their commercially reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent Zhone shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of the Company and Parent Zhone 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. (c) The Company, Parent and Merger Sub parties hereto shall cooperate and use their commercially reasonable best efforts in order for the Company Zhone to obtain the opinion of Xxxxxx & Bird Xxxxxxx LLP described in Section 6.3(f6.3(e). In connection therewith, each of the Company, Parent Company (together with Merger Sub) and Merger Sub Zhone shall deliver to Xxxxxx & Bird Xxxxxxx LLP a representation letter substantially in the form of Exhibit E-1 or E-2 heretoletters, as the case may be, which letter shall be dated on or before the date of such opinion and shall not be withdrawn or modified in any respect executed as of the Effective Timedates of such opinion, in substantially the form attached to this Agreement as Exhibit E and Exhibit F respectively.

Tax-Free Reorganization Treatment. (a) The Company and Parent shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of the Company and Parent shall report the Merger as a reorganization within the meaning of Section 368 368(a) of the Code, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. (c) The Company, Parent and Merger Sub parties hereto shall cooperate and use their reasonable best efforts in order for the Company to obtain the opinion of Xxxxxx & Bird Xxxxxxx LLP described in Section 6.3(f7.02(c) and for Parent to obtain the opinion of Xxxxxx & Xxxxxx L.L.P. described in Section 7.03(c). In connection therewith, each of the Company, Parent and Merger Sub the Company shall deliver to Xxxxxx & Bird Xxxxxxx LLP a and Xxxxxx & Xxxxxx L.L.P. representation letter substantially in the form of Exhibit E-1 or E-2 heretoletters, as the case may be, which letter shall be dated on or before the date of such opinion and shall not be withdrawn or modified in any respect executed as of the Effective Timedates of such opinions, in substantially the form attached to this Agreement as Exhibit C and Exhibit D respectively.

Tax-Free Reorganization Treatment. (a) The Company and Parent shall use their reasonable best efforts, and shall cause their respective Subsidiaries to use their reasonable best efforts, to take or cause to be taken any action necessary for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither the Company nor Parent shall, nor shall they permit any of their respective Subsidiaries to, take or cause to be taken any action that could reasonably be expected to would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “"plan of reorganization” " within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of the Company and Parent shall report the Merger as a reorganization within the meaning of Section 368 368(a) of the Code, unless otherwise required pursuant to a “"determination” " within the meaning of Section 1313(a) of the Code. (c) The Company, Parent and Merger Sub parties hereto shall cooperate and use their reasonable best efforts in order for the Company to obtain the opinion of Xxxxxx Latham & Bird Watkins LLP described in Section 6.3(f7.02(c) and for Parent to obxxxx xhe xxxxxxx of Vinson & Elkins L.L.P. described in Section 7.03(c). In connection therewiththexxxxxx, each of Pxxxxx and the Company, Parent and Merger Sub Company shall deliver to Xxxxxx Latham & Bird Watkins LLP a and Vinson & Elkins L.L.P. representation letter letters, xxxxd axx xxxxuted as ox xxx datxx xx such opinions, in substantially in the form of attached to this Agreement as Exhibit E-1 or E-2 hereto, as the case may be, which letter shall be dated on or before the date of such opinion C and shall not be withdrawn or modified in any respect as of the Effective TimeExhibit D respectively.