TAX RULING OR OPINION. A tax ruling from the IRS or an opinion of counsel to the effect that the Spin-Off will be free of federal income taxes payable by the Company.
TAX RULING OR OPINION. Receipt by the parties of a ruling issued by the Internal Revenue Service or, in lieu thereof, the opinion of Vavrinek, Trine, Day & Co., L.L.P., to the effect that:
(a) The Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and VIBC, BOS, and BOS Interim Bank are parties to a reorganization under Section 368(d) of the Code;
(b) No gain or loss will be recognized by the parties as a result of the Merger;
(c) The basis and holding periods of the assets and liabilities exchanged between the parties to the Merger will be the same as the basis and holding periods of those assets and liabilities prior to the Merger;
(d) No gain or loss will be recognized by the holders of BOS Stock upon the conversion of their shares of BOS Stock into shares of VIBC Stock (except for any fractional share interests to which they may be entitled);
(e) Where BOS's shareholders hold their BOS Stock as a capital asset, the basis of VIBC Stock to be received by BOS shareholders will be the same as the basis of BOS Stock converted into VIBC Stock;
(f) Where BOS's shareholders hold their BOS Stock as a capital asset, the holding period of VIBC Stock to be received by holders of BOS Stock will be the same as the holding period of BOS Stock converted into VIBC Stock; and
(g) Where cash is received by a shareholder of BOS in lieu of a fractional share interest in VIBC Stock, the cash will be treated as being received by the shareholder as a distribution in redemption of his or her fractional share interest, subject to the provisions and limitations of Section 302 of the Code.
TAX RULING OR OPINION. Receipt by the parties of a ruling issued --------------------- by the Internal Revenue Service or, in lieu thereof, the opinion of Deloitte & Touche, LLP to the effect that:
(a) the Merger qualifies as a reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1954, as amended (the "Code"), and Community West, Palomar, and CWB Merger Corp are parties to a reorganization under Section 368(d) of the Code;
(b) no gain or loss will be recognized by the parties as a result of the Merger;
(c) the basis and holding periods of the assets and liabilities exchanged between the parties to the Merger will be the same as the basis and holding periods of those assets and liabilities prior to the Merger;
(d) no gain or loss will be recognized by the holders of Palomar Stock upon the conversion of their shares of Palomar Stock into shares of Community West Stock (except for any fractional share interests to which they may be entitled);
(e) where Palomar's shareholders hold their Palomar Stock as a capital asset, the basis of Community West Stock to be received by Palomar's shareholders will be the same as the basis of Palomar Stock converted into Community West Stock;
(f) where Palomar's shareholders hold their stock in Palomar as a capital asset, the holding period of Community West Stock to be received by Palomar shareholders will be the same as the holding period of Palomar Stock converted into Community West Stock;
(g) where a shareholder of Palomar or Community West dissents to the Merger and has received cash for his or her Palomar Stock or Community West Stock, such cash will be treated as received by the shareholder as a distribution in redemption of his or her Palomar Stock or Community West Stock subject to the provisions and limitations of Section 302 of the Code; and
(h) where cash is received by a shareholder of Palomar in lieu of a fractional share interest in Community West Stock, the cash will be treated as being received by the shareholder as a distribution in redemption of his or her fractional share interest, subject to the provisions and limitations of Section 302 of the Code.
TAX RULING OR OPINION. WeCo and WNG shall have received (i) a private letter ruling from the IRS providing certain assurances regarding the federal income tax consequences of the Merger satisfactory in form and substance to WeCo and WNG or (ii) if all the conditions set forth in Sections 8.1 and 8.2 other than Section 8.2(e)(i) shall have been satisfied, an opinion of counsel to WeCo and WNG, in form and substance satisfactory to WeCo and WNG, dated the Closing Date, to the effect that the Merger will be a reorganization under Section 368(a) of the Code.
TAX RULING OR OPINION. Puget shall have received (i) a private letter ruling from the IRS providing certain assurances regarding the federal income tax consequences of the Merger satisfactory in form and substance to Puget or (ii) if all the conditions set forth in Sections 8.1 and 8.3 other than Section 8.3(e)(i) shall have been satisfied, an opinion of counsel to Puget, in form and substance satisfactory to Puget, dated the Closing Date, to the effect that the Merger will be treated as a reorganization under Section 368(a) of the Code.
TAX RULING OR OPINION. 37 (o) Dissenters' Shares . . . . . . . . . . . . . 38 5.2. Conditions Precedent to the Obligations of Xxxxxx . . . . . . . . . . . . . . . . . . . . . . 38 (a)
TAX RULING OR OPINION. BT Financial shall have received a Private Letter Ruling from the Service or an opinion of Xxxxxxxxxxx & Xxxxxxxx LLP, counsel to BT Financial, in form and substance reasonably satisfactory to BT Financial, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368 of the Code and that accordingly:
(i) No gain or loss will be recognized by BT Financial or Xxxxxx as a result of the Merger; and
(ii) No gain or loss will be recognized by the stockholders of Xxxxxx who or which exchange their Xxxxxx Common Stock solely for BT Financial Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in BT Financial Common Stock).
TAX RULING OR OPINION. Xxxxxx shall have received a Private Letter Ruling from the Service or an opinion of Xxxxxxxxxxx & Xxxxxxxx LLP, counsel to BT Financial, in form and substance reasonably satisfactory to Xxxxxx, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368 of the Code and that accordingly:
TAX RULING OR OPINION. Xxxxxxx and NSU shall reasonably cooperate with each other in submitting the request for private letter ruling by the IRS contemplated by Section 7.1(d), shall promptly notify the other of any communications with or from the IRS with respect to the ruling request, and shall not submit any written material to the IRS in connection with the ruling request without consulting with the other.
TAX RULING OR OPINION. Xxxxxx shall have received at the Closing, a ruling from the Internal Revenue Service or an opinion of KPMG Peat Marwick, L.L.P., that the transactions contemplated by this Agreement, the Merger Agreement, the First Harrisburg Plan of Liquidation and the First Federal Merger will not be taxable transactions to the Parties, will qualify for treatment under Section 338 of the Internal Revenue Code of 1986, as amended, and will not have adverse tax consequences or result in adverse tax attributes to the Parties. Such ruling or opinion shall be in a form and of content reasonably satisfactory to Xxxxxx.
