Taxable Transaction. The Merger is intended not to constitute a reorganization within the meaning of Section 368(a) of the Code. The parties hereto agree to report the Merger consistent with such treatment.
Taxable Transaction. Seller and the Stockholders agree to treat this transaction as a fully taxable transaction for Tax purposes and shall not take any actions inconsistent with such treatment.
Taxable Transaction. The Company acknowledges that the Arrangement and the transactions contemplated by this Agreement may result in the Transaction Consideration payable to the Company Shareholders upon consummation of the Arrangement being taxable to such shareholders.
Taxable Transaction. The Merger is intended to be a taxable transaction. The Parties agree to report the Merger consistent with this intent.
Taxable Transaction. HMC and Buyer agree to treat this transaction as a fully taxable transaction for Tax purposes and shall not take any actions inconsistent with such treatment.
Taxable Transaction. (a) The exercise of the Exchange Right provided under this Agreement by any Investor Member shall be treated and reported as a taxable transaction.
Taxable Transaction. The Stockholders hereby agree that (a) the sale of Shares contemplated in this Agreement is intended to be a taxable transaction for United States federal income tax purposes, (b) they will report the sale of Shares as a taxable transaction and (c) at no time will they take a position inconsistent with this treatment.
Taxable Transaction. The Parties acknowledge and agree that the sale and purchase of the Shares will be a taxable transaction, and agree to report the sale and purchase as a taxable transaction for all tax purposes.
Taxable Transaction. Vaxis acknowledges that the transactions contemplated by this Agreement, including the Transaction and the issuance of the Initial Consideration and Earn-Out Consideration, will be taxable transactions under United States and Canadian tax laws.
Taxable Transaction. The parties intend that for United States federal and state income tax purposes the Merger be treated as a taxable sale of the Merger Interests by the holders thereof, and as a taxable purchase of such Merger Interests by the Parent, in exchange for the Merger Consideration (which, for the avoidance of doubt, shall include the Parent’s treatment of its acquisition of all of the Merger Interests as causing a termination of the Company as a partnership for U.S. Federal tax purposes that is followed by the purchase by the Parent of the assets of the Company). For these purposes and all other United States federal and state income tax purposes, the parties agree that the Parent Common Stock received at the Closing by the holders of the Merger Interests in the Merger shall be valued at an amount equal to the average of the highest and lowest selling prices for such shares on the Closing Date, as recorded on the Nasdaq Global Market. Except as specifically set forth in this Agreement, no party has made or is making any representation to the other parties as to the tax treatment of the Transactions for United States federal income tax purposes or any other purposes. Each party is relying on its own counsel with respect to such party’s tax treatment of the Transactions.
