Common use of Tax-Free Reorganization Clause in Contracts

Tax-Free Reorganization. The parties intend that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the parties will knowingly take any action that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Schussler Steven W), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (Lakes Gaming Inc)

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Tax-Free Reorganization. The parties intend that Prior to the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the parties Effective Time, each party will knowingly take any action that would use its best efforts to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) 368 of the Code, and will not take any action reasonably likely to cause the Merger not to qualify as such a reorganization.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Nuclear Research Corp)

Tax-Free Reorganization. The parties intend that the Merger qualify as a reorganization within the meaning meeting of Section 368(a368(a)(1)(A) of the Code. None of the parties will knowingly ILD shall not take any action that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a368(a)(1)(A) of the Code.

Appears in 1 contract

Samples: Merger Agreement (Intellicall Inc)

Tax-Free Reorganization. The parties hereto intend that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code. None of the parties hereto will knowingly take any action that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (West Corp)

Tax-Free Reorganization. The parties intend that the Merger qualify as a tax-free reorganization within the meaning of under Section 368(a) of the Code. None of the parties will knowingly Purchaser, Merger Sub, the Company or the Subsidiary shall take any action or agree to take any action that knowingly would cause the Merger not to fail to qualify be treated as a tax-free reorganization within the meaning of under Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Beyond Com Corp)

Tax-Free Reorganization. The parties intend that Each of the Parties shall use its best efforts to cause the Merger qualify to be treated as a reorganization within the meaning of Section 368(a) of the Code. None The Parties shall not permit any of the parties will knowingly their respective affiliates to take any action that which would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Provident American Corp)

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Tax-Free Reorganization. The parties intend that the Merger ----------------------- qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code"). ---- None of the parties will knowingly take any action that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Caprius Inc)

Tax-Free Reorganization. The parties intend that the Merger qualify as a tax-free reorganization within the meaning of pursuant to Section 368(a368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code"). None of If the parties will knowingly take any action determine prior to the Effective Date that would cause the Merger to fail to will not qualify as a reorganization within tax free reorganization, they reserve the meaning of Section 368(a) of right to restructure the Codetransaction so that it will qualify as a tax free reorganization.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Concrete Casting Inc)

Tax-Free Reorganization. The parties intend that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code"). None of the parties will knowingly take any action that would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a368 (a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digital Biometrics Inc)

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