Treatment as Reorganization. (a) None of Parent, Merger Subs or Company shall, and they shall not permit any of their respective Subsidiaries to, take any action (or fail to take any action) prior to or following the Closing that would reasonably be expected to cause the First Merger and the Second Merger to fail to qualify as a reorganization with the meaning of Section 368(a) of the Code.
Treatment as Reorganization. It is intended by the Parties that the transactions contemplated hereby and by the Other Agreements shall qualify as a “reorganization” within the meaning of section 368(a)(1)(B) of the Code. Notwithstanding the foregoing, no Party makes any representations as to the tax consequences of the transactions contemplated by this Agreement or the Other Agreements.
Treatment as Reorganization. Neither Company nor Parent shall take any action prior to or following the Closing that would cause the merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Company and Parent shall cooperate in obtaining the opinions referred to in Sections 6.2(d) and 6.3(e) hereof, including using reasonable efforts to provide counsel with the representation letters also described in Sections 6.2(d) and 6.3(e).
Treatment as Reorganization. Neither Target nor Acquiror shall take any action prior to or following the Closing that would cause the merger to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Code.
Treatment as Reorganization. Neither Broadcom nor the Company shall take any action prior to or following the Closing that would cause the Merger to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.
Treatment as Reorganization. None of Parent, Merger Sub or the Company shall, and they shall not permit any of their respective Subsidiaries to, take any action prior to or following the Closing that would prevent the Merger from qualifying as a reorganization with the meaning of Section 368(a) of the Code. Each of Parent, Merger Sub and the Company agrees to use all reasonable efforts in order for the Company and Parent to obtain the tax opinions referenced in Section 6.1(e) (the “Tax Opinions”). At or prior to the Closing Date, Parent, the Company and Merger Sub shall, as of the Effective Time, execute and deliver to the counsel rendering the Tax Opinions the tax representation letters either in the forms set forth in Exhibit B-1, or in the forms set forth in Exhibit B-2. Each Party will report the Merger as a reorganization within the meaning of Section 368(a) of the Code for all Tax purposes, including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its return for the taxable year of the Merger.
Treatment as Reorganization. Neither Acquiror, Merger Sub nor the Company shall take any action prior to or following the Closing that would cause the Merger to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code.
Treatment as Reorganization. Neither Parent or the Company, nor any --------------------------- of their respective affiliates, will take any action prior to or following the Closing that would reasonably be expected to jeopardize the status of the Merger as a reorganization with the meaning of Section 368(a) of the Code.
Treatment as Reorganization. None of Saturn, Sub I, Sub II or Nova shall, and they shall not permit any of their respective Subsidiaries to, take any action prior to or following the Closing that would reasonably be expected to cause the Merger to fail to qualify as a reorganization with the meaning of Section 368(a) of the Code.
Treatment as Reorganization. None of NPS, Enzon or Holdco shall, and they shall not permit any of their Subsidiaries to, take any action (including any action otherwise permitted by Article IV) that would reasonably be expected to cause the Mergers to fail to qualify as reorganizations under Section 368 of the Code.
