Common use of Tax-Free Reorganization Clause in Contracts

Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Allure Worldwide, Inc.), Agreement and Plan of Merger (Klever Marketing Inc), Agreement and Plan of Merger (Inception Mining Inc.)

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Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledge, any of its Affiliates has taken or agreed to take any action that would could prevent the Merger Merger, taken together with the subsequent merger of the Company with and into Parent, from qualifying as a reorganization under Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kura Oncology, Inc.), Agreement and Plan of Merger (Oneida Resources Corp.)

Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledge, any of its Affiliates has through the date of this Agreement taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Znomics, Inc.), Agreement and Plan of Merger (Znomics, Inc.)

Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger Merger, taken together with the subsequent merger of the Company with and into Parent, from qualifying as a reorganization under Section 368(a) of the Code.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bering Growth CORP), Agreement and Plan of Merger (Innovative Acquisitions Corp)

Tax-Free Reorganization. Neither To the Knowledge of Parent, neither Parent nor, to Parent’s Knowledge, nor any of its directors, officers or its stockholders has taken, or permitted its Affiliates has taken or agreed to take take, any action that would prevent cause the Merger from qualifying to fail to qualify as a reorganization under “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emulex Corp /De/)

Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledge, any of its Affiliates has and Sub have not taken or agreed to ----------------------- take any action that would prevent the Merger from qualifying as constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Centillium Communications Inc)

Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledgeknowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Real Brands, Inc.)

Tax-Free Reorganization. Neither Parent norParent, nor to the Knowledge of Parent’s Knowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as constituting a reorganization under within the meaning of Section 368(a) of the Code.

Appears in 1 contract

Samples: Stockholder Voting Agreement (Navteq Corp)

Tax-Free Reorganization. Neither the Parent nor, to the Parent’s Knowledge's knowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the CodeCode (provided that the Reverse Merger Condition is not satisfied).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliance Data Systems Corp)

Tax-Free Reorganization. Neither the Parent nor, to the Parent’s Knowledgeknowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization under the provisions of Section 368(a) of the CodeCode (provided that the Reverse Merger Condition is not satisfied).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conversant, Inc.)

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Tax-Free Reorganization. Neither the Parent nor, to the Parent’s Knowledgeknowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger from qualifying as a reorganization under Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovative Food Holdings Inc)

Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledgeknowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger Merger, taken together with the subsequent merger of the Company with and into Parent, from qualifying as a reorganization under Section 368(a368(a)(1)(A) of the CodeCode and Treas. Reg. Section 1.368-2(b) promulgated thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trenton Acquisition Corp.)

Tax-Free Reorganization. Neither Parent nor Sub, nor, to the Parent’s Knowledge's or Sub's knowledge, any affiliate of its Affiliates the Parent or Sub, has taken any action or agreed knows of any fact, circumstances of or any agreement, plan or intention to take any action or fail to take any action that would be reasonably likely to prevent the Merger from qualifying as a reorganization under within the meaning of Section 368(a) of the Code.. ARTICLE 5

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Adaptec Inc)

Tax-Free Reorganization. Neither Parent nor, to Parent’s Knowledgeknowledge, any of its Affiliates has taken or agreed to take any action that would prevent the Merger Merger, taken together with the subsequent merger of the Company with and into Parent, from qualifying as a reorganization under Section 368(a) of the Code.

Appears in 1 contract

Samples: Agreement and Plan of Merger (R&r Acquisition Vi, Inc)

Tax-Free Reorganization. Neither (a) None of the Parent nor, to Parent’s Knowledge, or any of its Affiliates Subsidiaries (or any of their Affiliates) has taken or agreed to take any action that would could reasonably be expected to prevent the Merger from qualifying as a reorganization under “reorganization” within the meaning of Section 368(a) of the Code. To the Parent’s knowledge, there are no agreements, plans or other circumstances that would 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: Agreement and Plan of Merger (Camber Energy, Inc.)

Tax-Free Reorganization. Neither the Parent nor, to the Parent’s Knowledge's knowledge, any of its Affiliates affiliates has taken or agreed to take any action that would prevent the Merger and the Second Merger together from qualifying as a reorganization under the provisions of Section 368(a) of the CodeCode (provided that compliance with the terms of this Agreement shall not constitute a breach of this Section 3.11).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valueclick Inc/Ca)

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