TAX FREE TRANSACTIONS. (a) Prior to the Effective Time, each party hereto shall use its best efforts to cause the Mergers to qualify as tax-free exchanges described in Section 351 of the Code ("351 Transactions"), and will not take any action reasonably likely to cause the Mergers not to so qualify.
TAX FREE TRANSACTIONS. The WinWin Stockholders shall be satisfied, in their sole discretion, that the transfer of WinWin Common Stock to Acquirer contemplated by this Agreement shall qualify for non-recognition of gain pursuant to Section 351(a) or Section 368(a)(1)(B) of the Code so that such transfer in exchange for Acquirer common stock shall not result in any tax liability to the WinWin Stockholders.
TAX FREE TRANSACTIONS. The Ball Stockholder shall be satisfied, in their sole discretion, that the transfer of Ball Common Stock to Acquirer contemplated by this Agreement shall qualify for non-recognition of gain pursuant to Section 351(a) or Section 368(a)(1)(B) of the Code so that such transfer in exchange for Parent Common Stock shall not result in any tax liability to the Ball Stockholder.
TAX FREE TRANSACTIONS. Each of the Parties (other than E-Sub) will use its best efforts to cause the Merger to qualify as a tax-free transaction under the Code, except with respect to any cash received in lieu of fractional shares by stockholders of Transmedia Asia in connection with the Merger and cash received by stockholders of Transmedia Asia who properly exercise their dissenters rights.
TAX FREE TRANSACTIONS. The BITZMART Shareholders shall be satisfied, in their sole discretion, that the transfer of BITZMART Common Stock to Acquirer contemplated by this Agreement shall qualify for non-recognition of gain pursuant to Section 351(a) or Section 368(a)(1)(B) of the Code so that such transfer in exchange for Acquirer common stock shall not result in any tax liability to the BITZMART Shareholders. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
TAX FREE TRANSACTIONS. No gain or loss will be recognized by the Company, Merge Co. or Old Matador for federal income tax purposes by reason of the Merger. No gain or loss will be recognized by the holders of Old Preferred Stock (i) upon the receipt of shares of Series A Preferred Stock pursuant to the Merger, or (ii) as a result of the transfer of assets by Unocal solely in exchange for the New Shares pursuant to the Stock Purchase Agreement. The basis of the shares of Series A Preferred Stock treated as received by a holder of Old Preferred Stock will be the same as the basis of the shares of Old Preferred Stock treated as exchanged therefor. The holding period of the shares of Series A Preferred treated as received by a holder of Old Preferred Stock pursuant to the Merger would include the holding period of the shares of Old Preferred Stock treated as exchanged therefor, provided such Old Preferred Stock is held as a capital asset at the time of the Merger.
TAX FREE TRANSACTIONS. Neither Parent nor the Company nor the Members shall take any action prior to or following the Mergers that could reasonably be expected to cause the Mergers to fail to qualify as Tax-free transactions pursuant to Section 351, Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Code and the Regulations thereunder.
