TAX-FREE SHARE EXCHANGE. The Parties are reasonably satisfied that as of the Closing Date, the transactions contemplated by the Share Exchange will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code.
TAX-FREE SHARE EXCHANGE. Each of Parent and the Company will use its reasonable best efforts, and each agrees to cooperate with the other and provide one another with such documentation, information and materials as may be reasonably necessary, proper and advisable to cause the Share Exchange to qualify as a reorganization within the meaning of Section 368(a) of the Code.
TAX-FREE SHARE EXCHANGE. In accordance with the provisions of this Agreement, the Nevada Revised Statutes (the "NRS") and other applicable law, on the Closing Date (as defined below), the Shareholders shall on a tax free basis exchange with, and deliver to United, the Company Common Stock, and in exchange therefore, United shall issue, and deliver to the Shareholders in the denominations set forth opposite each Shareholder's name on SCHEDULE A attached hereto, newly issued shares of United Common Stock (the exchange transaction is referred to herein as the "SHARE EXCHANGE"). The total number of shares of United Common Stock to be issued to the Shareholders shall be equal to ninety-five million (95,000,000) shares. The shares of United Common Stock to be issued as part of the Share Exchange are referred to herein as the "UNITED SHARES," also sometimes referred to hereinafter as the "EXCHANGE CONSIDERATION."
TAX-FREE SHARE EXCHANGE. No event outside the control of LUMMI shall have occurred between the date of this Agreement and the Closing Date, so as to jeopardize the treatment of the transactions contemplated by the Share Exchange as a reorganization within the meaning of Section 368(a) of the Code.
TAX-FREE SHARE EXCHANGE. No event outside the control of SIGNATURE shall have occurred between the date of this Agreement and the Closing Date, so as to jeopardize the treatment of the transactions contemplated by the Share Exchange as a reorganization within the meaning of Section 368(a) of the Code.
TAX-FREE SHARE EXCHANGE. In accordance with the provisions of this Agreement, the Nevada Revised Statues (the “NRS”) and other applicable law, on the Closing Date (as defined below), the No Borders Shareholders shall on a tax free basis exchange with, and deliver to the Company, the No Borders Shares, and in exchange therefore, the Company shall issue, and deliver to the No Borders Shareholders in the denominations set forth opposite each Shareholder’s name on Exhibit B, attached hereto, the Company Shares (the exchange transaction is referred to herein as the “Share Exchange”).
TAX-FREE SHARE EXCHANGE. No revenue ruling or opinion of counsel will be sought as to the tax-free nature of the subject stock exchange and such tax treatment is not a condition to closing herein.
TAX-FREE SHARE EXCHANGE. In accordance with the provisions of this Agreement, the General Statutes of North Carolina (the "GSNC") and other applicable law, on the Closing Date (as defined below), the Shareholders shall, on a tax free basis, deliver to Continuum the Premier Common Stock, the Premier Preferred Stock and the Premier Warrants and in exchange therefore Continuum shall issue and deliver to the Shareholders a sufficient number of newly issued shares of Continuum Common Stock, shares of Continuum Preferred Stock and Continuum Warrants to cause the number of shares of Continuum Common Stock and Continuum Preferred Stock so issued to be equal to nine times the number of shares of Continuum Common Stock outstanding immediately prior to Closing, the number of shares of Continuum Common Stock, shares of Continuum Preferred Stock, and Continuum Warrants to be issued to the Shareholders being stated on SCHEDULE A (the exchange transaction is referred to herein as the "SHARE EXCHANGE"). The shares of Continuum Common Stock, the shares of Continuum Preferred Stock and the Continuum Warrants to be issued as part of the Share Exchange are referred to herein collectively as the "CONTINUUM SHARES," also sometimes referred to hereinafter as the "EXCHANGE CONSIDERATION." Continuum shall take, or shall cause one or more of its shareholders to take, as applicable, such actions as are necessary to permit Continuum to issue the Exchange Consideration without causing the number of shares of Continuum Common Stock and Continuum Preferred Stock outstanding immediately after the Closing to exceed the number of such shares that Continuum is authorized to issue.
TAX-FREE SHARE EXCHANGE. No event outside the control of RMC shall have occurred between the date of this Agreement and the Closing Date, so as to jeopardize the treatment of the transactions contemplated by the Share Exchange as a reorganization within the meaning of Section 368(a) of the Code.
TAX-FREE SHARE EXCHANGE. No event outside the control of Admiralty shall have occurred between the date of this Agreement and the Closing Date, so as to jeopardize the treatment of the transactions contemplated by the Share Exchange as a reorganization within the meaning of Section 368(a) of the Code.
