Common use of Reorganization Matters Clause in Contracts

Reorganization Matters. (a) The parties intend the Transaction to qualify as a reorganization under Section 368(a) of the Code. However, neither Parent nor the Company makes any representation or warranty to the other or to any Shareholder regarding the tax treatment of the Transaction or whether the Transaction will qualify as a “reorganization” under the Code. Each of the Company, the Shareholders and Parent acknowledges that it is relying on its own advisors in connection with the Tax treatment of the Transaction and the other transactions contemplated by this Agreement. The Company, the Shareholders and Parent each agree to use their respective commercially reasonable efforts to cause the Transaction to qualify, and will not take any actions which to their Knowledge could reasonably be expected to prevent the Transaction from qualifying, as a “reorganization” under Section 368(a) of the Code. (b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Provided that the representations set forth in Sections 4.33 and 5.9 are true as of the Closing Date and that the Continuity Ratio equals at least forty percent (40%), each of Parent and the Company shall report the Transaction as a reorganization within the meaning of Section 368(a) of the Code, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

Reorganization Matters. (a) The parties intend the Transaction Merger to qualify as a reorganization under Section 368(a) of the Code. However, neither Parent nor the Company makes any representation or warranty to the other or to any Shareholder Stockholder regarding the tax treatment of the Transaction Merger or whether the Transaction Merger will qualify as a “"reorganization” " under the Code. Each of the Company, the Shareholders Stockholders and Parent acknowledges that it is relying on its own advisors in connection with the Tax treatment of the Transaction Merger and the other transactions contemplated by this Agreement. The Company, the Shareholders Stockholders and Parent each agree to use their respective commercially reasonable best efforts to cause the Transaction Merger to qualify, and will not take any actions which to their Knowledge knowledge could reasonably be expected to prevent the Transaction Merger from qualifying, as a “"reorganization” " under Section 368(a) of the Code. (b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, a “"plan of reorganization” " within the meaning Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Provided that the representations set forth in Sections 4.33 and 5.9 are true as of the Closing Date and that the Continuity Ratio equals at least forty percent (40%), each Each of Parent and the Company shall report the Transaction Merger as a reorganization within the meaning of Section 368(a) 368 of the Code, unless otherwise required pursuant to a “"determination” " within the meaning of Section 1313(a) of the Code.