TAX REORGANIZATION REPRESENTATIONS Sample Clauses

TAX REORGANIZATION REPRESENTATIONS. 24 6.05 SEC Filings; Disclosure................................................................ 24 6.06

TAX REORGANIZATION REPRESENTATIONS. (a) Prior to the Merger, PalEx will be in control of Sonoma Pacific within the meaning of Section 368(c) of the Code. (b) PalEx has no plan or intention to cause the Surviving Corporation to issue additional shares of its stock that would result in PalEx losing control of the Surviving Corporation within the meaning of Section 368(c) of the Code. (c) PalEx has no plan or intention to reacquire any of its stock issued in the Merger. (d) PalEx has no plan or intention to liquidate the Surviving Corporation; to merge the Surviving Corporation with or into another corporation; to sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to another corporation controlled by PalEx; or to cause the Surviving Corporation to sell or otherwise dispose of any of its assets, except for dispositions made in the ordinary course of business or transfers of assets to a corporation controlled by PalEx. (e) Following the Merger, PalEx's intention is that the Surviving Corporation will continue the historic business of the Company or use a significant portion of the historic business assets of the Company in a business. (f) PalEx does not own, nor has it owned during the past five years, any shares of the stock of the Company. (g) Each of PalEx and Sonoma Pacific is undertaking the Merger for a bona fide business purpose and not merely for the avoidance of federal income tax. (h) PalEx is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (i) If any payment of cash is made in lieu of fractional shares of PalEx Common Stock, such payment would be made solely for the purpose of avoiding the expense and inconvenience to PalEx of issuing fractional shares and does not represent separately bargained-for consideration. Salinas MerPool Agmt.01 073097;1705

TAX REORGANIZATION REPRESENTATIONS. (a) Prior to the Merger, U.S. Concrete will be in control of Newco within the meaning of Section 368(c) of the Code. (b) U.S. Concrete has no plan or intention to cause the Surviving Corporation to issue additional shares of its stock that would result in U.S. Concrete losing control of the Surviving Corporation within the meaning of Section 368(c) of the Code. (c) U.S. Concrete has no plan or intention to reacquire any of its stock issued in the Merger. (d) U.S. Concrete has no plan or intention to liquidate the Surviving Corporation; to merge the Surviving Corporation with or into another corporation; to sell or otherwise dispose of the stock of the Surviving Corporation except for transfers of stock to another corporation controlled by U.S. Concrete; or to cause the Surviving Corporation to sell or otherwise dispose of any of its assets, except for dispositions made in the ordinary course of business or transfers of assets to a corporation controlled by U.S. Concrete. (e) Following the Closing, U.S. Concrete's intention is that the Surviving Corporation will continue the historic business of the Company or use a significant portion of the historic business assets of the Company in a business, all as required to satisfy the "continuity of business enterprise" requirement under Section 368 of the Code. (f) U.S. Concrete does not own, nor has it owned during the past five years, any shares of the stock of the Company. (g) Each of U.S. Concrete and Newco is undertaking the Merger for a bona fide business purpose and not merely for the avoidance of federal income tax. (h) Neither U.S. Concrete nor Newco is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (i) As of the Closing Date, the fair market value of the assets of Newco will exceed the sum of Newco's liabilities plus the amount of other liabilities, if any, to which Newco's assets are subject.

TAX REORGANIZATION REPRESENTATIONS. (a) LC is a domestic eligible entity, as defined in Treasury Regulation Section 301.7701-3(b)(1)(ii), for federal income tax purposes that is wholly owned by Parent and that has not elected to be treated as an association taxable as a corporation under Treasury Regulation Section 301.7701-3(a). (b) Prior to the Merger, Parent, through its ownership of LC, will be in control of Sub within the meaning of Section 368(c) of the Code. (c) Neither Parent nor LC has any plan or intention to cause Surviving PEI to issue additional shares of its stock that would result in Parent, through its ownership of LC, losing control of Surviving PEI within the meaning of Section 368(c) of the Code. (d) Parent has no plan or intention to reacquire any of its stock issued in the Merger. (e) Neither Parent nor LC has any plan or intention to liquidate Surviving PEI; to merge Surviving PEI with or into another corporation; to sell or otherwise dispose of the stock of Surviving PEI except for transfers of stock to another corporation controlled by Parent to the extent permitted by Treasury Regulation Section 1.368-2(k)(2); or to cause Surviving PEI to sell or otherwise dispose of any of its assets, except for dispositions made in the ordinary course of business or transfers of assets to a corporation controlled by Parent to the extent permitted by Treasury Regulation Section 1.368-2(k)(2). (f) Following the Closing, Parent's and LC's intention is that Surviving PEI will continue the historic business of PEI or use a significant portion of the historic business assets of PEI in a business, all as required to satisfy the "continuity of business enterprise" requirement under Section 368 of the Code. (g) Neither Parent nor LC owns, nor has either Parent or LC owned during the past five years, any shares of the stock of PEI. (h) Each of Parent, LC and Sub is undertaking the Merger for a bona fide business purpose and not merely for the avoidance of federal income tax. (i) None of Parent, LC or Sub is an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code. (j) As of the Closing Date, Sub will have no liabilities which would be assumed by Surviving PEI, and Sub will not transfer to Surviving PEI any assets that are subject to liabilities in the Merger. (k) The consideration used by Sub to pay the $2 Million Notes, pursuant to Sections 5.3(i) and 5.5(a) of this Agreement, will be provided by Parent in accordance with Treasury Regulation Section 1.368- 2(j)(3)(...

TAX REORGANIZATION REPRESENTATIONS. Section 5.5.

TAX REORGANIZATION REPRESENTATIONS. 18 2.24 Brokers.................................................. 19 2.25