Section 368 Reorganization definition

Section 368 Reorganization shall have the meaning set forth in the fifth "whereas" clause of this Agreement.
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Section 368 Reorganization means, if the Acquisition is structured as a transaction qualifying as a reorganization under Section 368 of the Code, that transaction.
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Section 368 Reorganization means, if the Acquisition is structured -------------------------- as a transaction qualifying as a reorganization under Section 368 of the Code, that transaction.
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Examples of Section 368 Reorganization in a sentence

  • The Company shall have received an opinion of Xxxxxx Xxxxxx & Xxxxx in form and substance reasonably satisfactory to the Company on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a Section 368 Reorganization and (ii) each of Parent and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code.

  • Section 368 Reorganization 57 CONDITIONS TO THE MERGER Section 9.01.

  • Article I MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effect of the Merger 2 1.4 Memorandum and Articles of Association 2 1.5 Directors and Officers 2 1.6 Effect on Capital Stock and Stock Rights 2 1.7 Adjustments to Conversion Ratio 3 1.8 Exchange Procedures 3 1.9 Stock Transfer Books 5 1.10 Dissenting Shares 5 1.11 The Closing 5 1.12 Further Assurances; Post-Closing Cooperation 5 1.13 Section 368 Reorganization 6 1.14 Shareholder Representative.

  • The Company shall have received an opinion of Schiff ----------- Xxxxxx & Xxxxx in form and substance reasonably satisfactory to the Company on the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for U.S. federal income tax purposes as a Section 368 Reorganization and (ii) each of Parent and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code.

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  • THE MERGER 2 1.1. The Merger 2 1.2. Effective Time 2 1.3. Effect of the Merger 2 1.4. Merger Consideration 2 1.5. Effect of Merger on Company Securities 2 1.6. Governing Documents and Officers and Directors 3 1.7. Section 368 Reorganization 3 1.8. Further Actions 3 1.9. Escrow 3 1.10 Surrender of Company Securities and Disbursement of Stockholder Merger Consideration 4 II.

  • Each Securityholder acknowledges and agrees that he, she or it is responsible for paying his, her or its own Taxes, including any adverse Tax consequences that may result if the First Merger and the Second Merger are determined not to qualify as a Section 368 Reorganization.

  • A Street Opening Permit is required from the Department of Public Works prior to the start of work.


More Definitions of Section 368 Reorganization

Section 368 Reorganization has the meaning set forth in Section 1.5(a).
Sample 1
Section 368 Reorganization. Section 2.10 “Securities Act” Schedule A “Singapore Companies Act” Schedule A
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Section 368 Reorganization means a transaction which is intended by the parties to qualify as a "reorganization" within the meaning of Section 368 of the Code and which complies with the provisions of Section 8 of the Stockholders Agreement.
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Related to Section 368 Reorganization

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Permitted Reorganization means re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Capital Reorganization has the meaning ascribed thereto in subsection 2.12(4);

  • Reorganization with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

  • Internal Distribution has the meaning set forth in the recitals.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Business Combination Transaction means:

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Bank Merger has the meaning set forth in Section 1.03.

  • Second Merger has the meaning set forth in the Recitals.