Tax-Free Reorganization definition

Tax-Free Reorganization. The Merger shall qualify as a tax-free reorganization under the Internal Revenue Code.
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Tax-Free Reorganization has the meaning set forth in the Recitals.
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Tax-Free Reorganization. With respect to the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code: (i) There is no plan or intention on the part of any Playa stockholder to sell, exchange or otherwise dispose of a number of shares of the Surviving Corporation's common stock received in the Merger which would reduce the Playa's stockholder's aggregate ownership of such Surviving Corporation's common stock to a number of shares having a value, as of the Effective Time, of less than fifty percent of the value of all formerly outstanding capital stock of Playa as of the same date. (ii) Surviving Corporation has no plan or intention to reacquire any of its common stock issued in the Merger. (iii) Surviving Corporation has no plan or intention to sell or otherwise dispose of any of the assets of Playa acquired pursuant to the Merger, except for dispositions made in the ordinary course of business or transfers of assets to a corporation of which the Surviving Corporation has control (within the meaning of Section 368(a) of the Code) at the time of such transfer. (iv) The liabilities of Playa assumed by the Surviving Corporation and the liabilities to which the assets of Playa are subject were incurred by Playa in the ordinary course of business. (v) At the Effective Time, the fair market value of the assets of Playa will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which its assets are subject. (vi) At the Effective Time, the total adjusted basis of assets of Playa transferred to the Surviving Corporation will equal or exceed the sum of Playa's liabilities assumed by the Surviving Corporation, plus the amount of liabilities, if any, to which its assets are subject. (vii) Following the Merger, the Surviving Corporation will continue Playa's historic business or use a significant portion of its historic business assets in a business. (viii) If the Merger is effected, Playa will pay its expenses, if any, incurred in connection with the Merger. (ix) Playa Common Stock that will be canceled in connection with the Merger is voting stock within the meaning of Section 368(c) of the Code. (x) Playa is not an investment company as defined in Section 368(a)(2)(F) of the Code. (xi) None of the Surviving Corporation's common stock received by the stockholders of either Playa or the Company as a part of the Merger Consideration will be separate consideration for, or allocable to, any employment agreement. (xii) Playa is not u...
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Examples of Tax-Free Reorganization in a sentence

  • Affiliates; Pooling; Tax-Free Reorganization...........................

  • WIN shall have received Tax-Free Reorganization Ruling, the Tax-Free Debt Exchange Ruling, the Tax-Free Reorganization Opinion and the Tax-Free Debt Exchange Opinion, each in form and substance reasonably satisfactory to WIN, Holdings and the WCAS Subs, and such Tax-Free Reorganization Ruling and Tax-Free Debt Exchange Ruling shall continue to be valid and in full force and effect.

  • Each of FAF and LAC hereby acknowledges that each of the parties hereto intends that the Distribution qualify as a reorganization pursuant to Code Section 368(a)(1)(D) (a "Tax-Free Reorganization") and a tax-free distribution pursuant to Section 355 of the Code (a "Tax-Free Distribution"), and that such qualification is subject to certain terms and conditions of the Code.

  • All Parties hereto shall report the Merger as a Tax-Free Reorganization, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

  • The issuance of NewCo Common Stock through the Plan and Tax-Free Reorganization will be authorized by entry of the Confirmation Order without further action by holders of Claims or Existing NORDAM Parent Interests, and the NewCo Common Stock will be deemed duly authorized, validly issued, fully paid, and non-assessable.

  • Neither Armada nor Mesa has taken or will take, either before or after consummation of the Reorganization, any action which, to the knowledge of such party, would cause, nor will either party fail to perform, or otherwise breach, this Agreement in any way which would cause the Reorganization to fail, or result in the Reorganization failing, to constitute a Tax-Free Reorganization.

  • Tax-Free Reorganization Treatment........................................

  • None of the aforementioned parties has taken or will, either before or after consummation of the Merger, take any action which, to the knowledge of such party, would cause, nor will any of the aforementioned parties fail to perform, or otherwise breach, this Agreement in any way which would cause, or in either case result in, the Merger to fail to constitute a Tax-Free Reorganization.

  • GPE and IEC agree to treat the Merger as a Tax-Free Reorganization under Sections 368(a)(1)(A) and 368(a)(2)(D).

  • For federal income tax purposes, the Merger is intended to constitute a Tax-Free Reorganization and the Parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) of the Treasury Regulations.


More Definitions of Tax-Free Reorganization

Tax-Free Reorganization is defined in Section 7.4.
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Tax-Free Reorganization means an acquisition of a Related Business in a transaction that is treated as a tax- free reorganization under Section 368 of the Code.
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Tax-Free Reorganization has the meaning set forth in Section 7(e) below.
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Tax-Free Reorganization is defined in Section 6.4. 91
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Related to Tax-Free Reorganization

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

  • 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.

  • 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.

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

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

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

  • Qualifying Acquisition has the meaning specified in Section 5.03.

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

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

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

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

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

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • 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.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Sale Transaction has the meaning set forth in Section 3(a).

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

  • Reverse Split has the meaning set forth in Section 5.21.

  • Special Distribution has the meaning set forth in Section 11.4.

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Tradeable Shares pursuant to Section 5.2(b) on the earlier of the Final Scheduled Termination Date or an Early Termination Date.

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

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