U.S. Federal Income Tax Treatment. The exchange of Warrants for shares of Class A Common Stock pursuant to the Exchange Offer is intended to qualify as a reorganization pursuant to Section 368 of the Internal Revenue Code of 1986, as amended, and the parties shall not take any position inconsistent therewith unless otherwise required by applicable law.
U.S. Federal Income Tax Treatment. For U.S. federal income tax purposes, the Company intends that the Capital Reorganization described in Section 3.2(e) will be treated as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the U.S. Tax Code. The U.S. federal income tax treatment of the Merger and the transactions described in Section 3.2(n)(i) through Section 3.2(n)(xii) is uncertain and depends on a number of factors. Certain factors that will affect the U.S. federal income tax treatment of the Merger and the transactions described in Section 3.2(n)(i) through Section 3.2(n)(xii) may not be determinable until the Acquisition Date, including whether the Purchaser exercises the Floating Call Option to acquire the Floating Shares and, if so, whether the Floating Consideration is paid in Floating Share Consideration, Floating Cash Consideration or a combination thereof. Depending on these and other factors, the Merger and the transactions described in Section 3.2(n)(i) through Section 3.2(n)(xii) may be treated as a taxable transaction in which gain or loss is generally recognized for U.S. federal income tax purposes, or it may be treated as a reorganization within the meaning of Sections 368(a)(1)(A) and (a)(2)(E) of the U.S. Tax Code. Neither the Company nor the Purchaser have sought, or expect to seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein, and no assurance can be given that the IRS will not take a position contrary to the above.
U.S. Federal Income Tax Treatment. The exchange of Warrants for Exchange Shares pursuant to the Exchange Offer is intended to qualify as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and the parties shall not take any position inconsistent therewith unless otherwise required by applicable law.
U.S. Federal Income Tax Treatment. The Company and each Unit Holder agree that the Contribution is intended to be treated as an exchange by the Unit Holders of the Transferred Units for the Reorganization Shares as described in Section 351 for U.S. federal and applicable state and local income tax purposes, and the Company and each Unit Holder shall report and act consistently with such treatment in the preparation, filing and audit of, or other proceeding with respect to, any tax return unless otherwise required by a change in law occurring after the date hereof, a closing agreement with an applicable governmental authority or a final judgment of a court of competent jurisdiction.
U.S. Federal Income Tax Treatment. The parties hereto (i) agree that it is their intention that the Exchange contemplated hereby qualify as a reorganization within the meaning of Section 368(a)(1)(E) of the Code pursuant to which no gain or loss is recognized and (ii) hereby adopt this Agreement as a plan of reorganization within the meaning of Treasury Regulation Section 1.368-2(g).
U.S. Federal Income Tax Treatment. For U.S. federal income Tax purposes, the Parties agree to treat Buyer’s acquisition of the Purchased Interest pursuant to this Agreement in a manner consistent with the holding in Situation 1 of Revenue Ruling 99-6, 1999-1 C.B. 432.
U.S. Federal Income Tax Treatment. Other than for circumstances that could result in a failure to satisfy the "continuity of interest" requirement (as described in Treasury Regulation Section 1.368-1(e)), Parent is not aware of the existence of any facts that would reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying as a "reorganization" within the meaning of Section 368(a)(1)(A) of the Code in the event the transaction were restructured pursuant to Section 2.2 hereof to so qualify.
U.S. Federal Income Tax Treatment. 6.1. The transactions under this Agreement constitute a mere change of place of incorporation of the First Merging Company and will be treated as a reorganization described in section 368(a)(1)(F) of the Internal Revenue Code (the “Intended Tax Treatment”).
6.2. By entering into this Agreement, the parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of U.S. Treasury Regulations sections 1.368-2(g) and 1.368-3(a) with respect to the Merger. The parties will report the transactions in this Agreement in all cases in accordance with the Intended Tax Treatment.
U.S. Federal Income Tax Treatment. The Parties agree that the forfeiture of the Canceled Securities and the release of the Residual Securities from any potential future forfeiture are intended to be tax free to the Holder. The Parties hereto shall not take any position inconsistent therewith unless otherwise required by applicable law or a final determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.
U.S. Federal Income Tax Treatment. All of the Term B-4 Dollar Loans (whether issued for cash or in exchange for Term B-3 Dollar Loans) will be treated as one fungible tranche for U.S. federal income tax purposes. [The remainder of this page is intentionally left blank.]
