Share Exchange definition
Examples of Share Exchange in a sentence
Each of the Parties acknowledges and agrees that each (i) has had the opportunity to obtain independent legal and Tax advice with respect to the Transactions, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if either the Merger or the Share Exchange (or both) does not qualify as an exchange described in Section 351(a) of the Code.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Subsidiaries, Share Exchange Event, dissolution, liquidation or winding-up.
The Parties hereby agree and acknowledge that, for U.S. federal income Tax purposes, the Share Exchange and the Merger, taken together, are intended to constitute a single integrated transaction and qualify as exchanges described in Section 351(a) of the Code.
Notwithstanding anything to the contrary in this Agreement, ▇▇▇▇ & ▇▇▇▇ LLP shall not be required to provide any opinion regarding the tax consequences to the Seller of the Share Exchange, including without limitation whether the Intended Tax Treatment applies to the Seller.
For the avoidance of doubt, the Effective Time shall in all events be after the time at which the Share Exchange has been consummated in accordance with Article II.