Treatment of the Merger Sample Clauses

Treatment of the Merger. The Parties intend that the transactions contemplated by this Agreement be treated as a merger and neither Parent, the Surviving Corporation, nor any other party to this Agreement shall take a position on any Tax Returns or other statement or report to any Governmental Body or taxing authority inconsistent with such intention unless required to do so by applicable tax Laws.
Sample 1Sample 2
AutoNDA by SimpleDocs
Treatment of the Merger. Immediately following the receipt by a U.S. holder of Citrix stock of shares of GetGo common stock in the Distribution, the shares of GetGo common stock so received will be exchanged for shares of LMI common stock pursuant to the Merger. The completion of the Merger is conditioned upon (i) Citrix’s receipt of the Distribution Tax Opinion from Skadden and (ii) Citrix’s and LMI’s receipt of opinions, from Skadden and from Xxxxxx & Xxxxxxx LLP, respectively, which we refer to as the Citrix Merger Tax Opinion and LMI Merger Tax Opinion, respectively, that, based on customary representations and assumptions set forth in each such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and that each of LMI, Merger Sub and GetGo will be a party to the reorganization within the meaning of Section 368(b). We refer to the Citrix Merger Tax Opinion and the LMI Merger Tax Opinion collectively as the Merger Tax Opinions. The LMI Merger Tax Opinion will also be based on the assumption that the Contribution and Distribution, taken together, will constitute a “reorganization” within the meaning of Section 368(a) of the Code and each of Citrix and GetGo will be a party to the reorganization within the meaning of Section 368(b) of the Code. As stated above, an opinion of counsel represents counsel’s best legal judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in the opinion. Neither Citrix nor LMI Table of Contents intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the IRS will not challenge the conclusions reflected herein or in the Merger Tax Opinions or that a court would not sustain such a challenge. Based on and assuming the validity of the Merger Tax Opinions, in general, for U.S. federal income tax purposes: • GetGo will not recognize gain or loss in the Merger; • U.S. holders of GetGo common stock will not recognize gain or loss upon the receipt of LMI common stock pursuant to the Merger, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of LMI common stock; • the aggregate tax basis in the shares of LMI common stock received by a U.S. holder of GetGo common stock pursuant to the Merger (including fractional shares deemed received as described below) will be equal to such holder’s aggregate tax basis in i...
Sample 1
Treatment of the Merger. Section 1.15 of the Initial Agreement is hereby amended and restated in its entirety as follows:
Sample 1
Treatment of the Merger. The Parties intend that, for federal income tax purposes, (a) if the Second Merger occurs, the Merger and the Second Merger, taken together, constitute a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization”), provided that all of the requirements for such treatment are otherwise satisfied, or (b) if the Second Merger does not occur, or if the Merger and the Second Merger, taken together, do not satisfy all requirements for treatment as a Reorganization, that (i) the Merger be treated as a taxable purchase of the stock of the Company by Parent and (ii) the Second Merger, if it occurs, be treated as a liquidation of the Company into Parent as described in Section 332 of the Code. To the extent the Merger and the Second Merger, taken together, otherwise constitute a Reorganization, the parties intend for federal income tax purposes that this Agreement constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the regulations promulgated under the Code.
Sample 1
Treatment of the Merger. For U.S. federal income tax purposes, the parties acknowledge and agree that the Buyer (or, to the extent applicable, the Surviving Partnership) shall be treated as purchasing the limited partnership interests of the Partnership held by each participating limited partner of the Partnership, in exchange for the amount of Merger Consideration payable to each participating limited partner of the Partnership as set forth in the Allocation Schedule. The parties acknowledge and agree that the intent of the parties is that each participating limited partner of the Partnership shall treat the Merger as a sale of its respective limited partnership interest in the Partnership in accordance with Reg. §1.708-1(c)(4) (to the extent applicable).
Sample 1

Related to Treatment of the Merger

  • Tax Treatment of the Merger The parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

  • Effects of the Merger The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 24, 2014, between American and MainStreet (the “Agreement”), at the Effective Date (as defined herein), MainStreet shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of MainStreet thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger shall become effective on such date and time as may be determined in accordance with Section 1.2 of the Agreement (the “Effective Date”).

  • Structure of the Merger Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Effects of the Mergers The Mergers shall have the effects set forth in this Agreement and the applicable provisions of the DGCL.

  • Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

  • Effect of the Mergers (a) At the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the First Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of First Merger Sub and the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements, covenants, duties and obligations of First Merger Sub and the Company set forth in this Agreement to be performed after the First Effective Time.

  • Termination of the Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

  • Consummation of the Merger As soon as practicable after the Closing, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”) in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with such Secretary of State, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time and date the Merger becomes effective being the “Effective Time” and “Effective Date,” respectively).

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

Time is Money Join Law Insider Premium to draft better contracts faster.