Tax Reorganization. The parties hereto intend, for U.S. federal income tax purposes, that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is hereby adopted as a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g).
Tax Reorganization. There has been no action or omission by Sage or its subsidiaries which would prevent the Merger from constituting a reorganization within the meaning of Section 368(a) of the Code.
Tax Reorganization. Each party to this Agreement hereby intends and agrees to take all reasonable actions to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and will immediately notify each of the other parties of any circumstance or condition of which it is or becomes aware of which might cause the Merger to fail to so qualify. Global Arena represents that it has not taken any action that would cause the Merger to fail to so qualify as reorganization within the meaning of Section 368(a) of the Code, and is not aware of any circumstances, which would cause the Merger to fail to so qualify.
Tax Reorganization. To the Company's knowledge, after consulting with its independent advisors, neither the Company nor any of its Subsidiaries has taken or failed to take any action which would prevent the Merger from (a) constituting a reorganization within the meaning of section 368(a) of the Code or (b) being treated as a "pooling or interests" in accordance with Accounting Principles Board Opinion No. 16, the interpretative releases issued pursuant thereto, and the pronouncements of the SEC.
Tax Reorganization. Prior to the Closing Date, each party shall use its best efforts to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and will not take any action reasonably likely to cause the Merger not to so qualify.
Tax Reorganization. Neither it nor its Subsidiaries has taken or agreed to take any action or knows of any fact, agreement, plan, or other circumstance that may prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
Tax Reorganization. Dencor and Target acknowledge this Transaction is intended to qualify as a reorganization under Code Section 368(a)(1)(A). No Party hereto shall take any action contrary to that intent.
Tax Reorganization. Advanced has neither taken nor failed to take any action which would prevent the Contribution from being treated as tax-free contributions under Section 721 of the Code, or the Merger from constituting a reorganization within the meaning of Section 368(a)(1)(A) of the Code.
Tax Reorganization. Dynamic has neither taken nor failed to take any action which would prevent the Contribution from being treated as a tax-free contribution under Section 721 of the Code, or the Merger from constituting a reorganization within the meaning of Section 368(a)(1)(A) of the Code.
Tax Reorganization. (a) Each party to this Agreement hereby agrees to take all reasonable actions to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code and will immediately notify each of the other parties of any circumstance or condition of which it is or becomes aware of which might cause the Merger to fail to so qualify. The Buyers represent that they have not taken any action that would cause the Merger to fail to so qualify as a reorganization within the meaning of Section 368(a) of the Code, and are not aware of any circumstances which would cause the Merger to fail to so qualify. In support of the qualification of the transaction thereunder, Buyers further represent that on the Closing Date:
