Common use of Tax Treatment of Contribution, Conversion and Merger Clause in Contracts

Tax Treatment of Contribution, Conversion and Merger. It is intended that, for U.S. federal income tax purposes, that the Contribution, Conversion and Merger shall, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Contribution Agreement and the Merger Agreement constitutes, and hereby is adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3.