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.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
