Tax-Free Transaction Sample Clauses

Tax-Free Transaction. From and after the date of this Agreement, each party hereto shall use all reasonable efforts to cause the Merger to qualify, and shall not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying as a "reorganization" under Section 368(a) of the Code.

Tax-Free Transaction. Neither Parent nor any of its Subsidiaries knows of any fact or has taken, or failed to take, any action that could prevent the Merger from qualifying as a tax-free reorganization within the meaning of Section 368(a) of the Code.

Tax-Free Transaction. (a) Prior to the Effective Time, each party hereto shall use its reasonable best efforts to (i) cause the Distributions to qualify as transactions described in Section 355(a) of the Code, and will not take any action reasonably likely to cause the Distributions not to so qualify, (ii) ensure that the Mergers will not cause the HippoRx Common Stock or the RhinoRx Common Stock to fail to be treated as “qualified property” for purposes of Section 355(c)(2) or Section 361(c)(2) of the Code and (iii) cause the Mergers to qualify as exchanges described in Section 351 of the Code, and shall not take any action reasonably likely to cause the Mergers not so to qualify. (b) Each of Hippo and Rhino shall use its reasonable best efforts to obtain the opinions referred to in Sections 13.02(b) and 13.03(b), respectively.

Tax-Free Transaction. The parties hereto intend that the Merger -------------------- shall be treated as a tax-free reorganization under the Code, shall report the Merger as such for federal and state income tax purposes, and shall take no action after the Effective Time to adversely affect the status of the Merger as a tax-free reorganization under the Code.

Tax-Free Transaction. The Company has structured this exchange with the intent that it be considered a tax-free exchange under the Internal Revenue Code of 1986, as amended, for all parties.

Tax-Free Transaction. Neither Company nor any of its Subsidiaries knows of any fact or has taken, or failed to take, any action that could prevent the Merger from qualifying as a tax-free reorganization within the meaning of Section 368(a) of the Code.

Tax-Free Transaction. (a) From and after the date of this Restated Agreement, each party hereto shall use reasonable efforts to cause the Merger to qualify, and shall not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying as a 'reorganization' under Section 368(a) of the Code. (b) Each of Company and Parent shall execute and deliver to Company counsel and Parent counsel rendering the tax opinions referred to in Sections 8.02(c) and 8.03(e), respectively, a certificate, in form and substance reasonably acceptable to such counsel, signed by an officer of Company or Parent, as the case may be, setting forth factual representations and covenants that will serve as a basis for the tax opinions required under Sections 8.02(c)and 8.03(e) hereof. Company and Parent shall use reasonable efforts to obtain the tax opinions that would satisfy the condition to the Closing set forth in Sections 8.02(c) and 8.03(e).

Tax-Free Transaction. The Sellers shall have received an opinion of Price Waterhouse LLP, reasonably satisfactory to them, that the transactions contemplated by this Agreement constitute a tax-free "reorganization" within the meaning of Section 368 of the Code.

Tax-Free Transaction. From and after the date of this Agreement, AmericaTowne shall use all reasonable efforts to cause the transactions contemplated hereby to qualify, and shall not knowingly take any actions or permit any actions to be taken that could reasonably be expected to prevent said transactions from qualifying as a "reorganization" under Section 368(a) of the Code for the benefit of Yilaime. This Agreement shall be, and hereby is, adopted by Yilaime as a plan of reorganization for purposes of Section 368 of the Code.

Tax-Free Transaction. The parties hereto intend that the transaction contemplated by this Agreement be treated, for federal income tax purposes, as a tax-free transaction under Section 351 of the Internal Revenue Code of 1986, as amended, and no party shall take any action or position inconsistent with such treatment.