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INTERNAL REVENUE CODE OF 1954
SEC. 368. DEFINITIONS RELATING TO CORPORATE REORGANIZATIONS. (a) REORGANIZATION.—
(1) IN GENERAL.—For purposes of parts I and II and this part, the term "reorganization" means— (A) a statutory merger or consoUdation; (B) the acquisition by one corporation, in exchange solely for all or a part of its voting stock, of stock of another corporation if, immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition); (C) the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of substantially all of the properties of another corporation, but in determining whether the exchange is solely for stock the assumption by the acquiring corporation of a liability of the other, or the fact that property acquired is subject to a liability, shall be disregarded; (D) a transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transferor, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, is in control of the corporation to which the assets are transferred; but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354, 355, or 356; (E) a recapitalization; or (F) a mere change in identity, form, or place of organization, however effected. (2)
SPECIAL RULES RELATING TO PARAGRAPH (i).— (A) REORGANIZATIONS DESCRIBED IN BOTH PARAGRAPH (i)(c) AND PARAGRAPH (1)(D).—If a transaction is described in both
paragraph (1)(C) and paragraph (1)(D), then, for purposes of this subchapter, such transaction shall be treated as described only in paragraph (1)(D), (B)
ADDITIONAL CONSIDERATION IN CERTAIN PARAGRAPH (i)(c)
CASES.—If—
(i) one corporation acquires substantially all of the properties of another corporation, (ii) theacquisition would qualify under paragraph (1)(C) but for the fact that the acquiring corporation exchanges money or other property in addition to voting stock, and (iii) the acquiring corporation acquires, solely for voting stock described in paragraph (1)(C), property of the other corporation having a fair market value which is at least 80 percent of the fair market value of all of the property of the other corporation, then such acquisition shall (subject to subparagraph (A) of this paragraph) be treated as qualifying under paragraph (1)(C). Solely for the purpose of determining whether clause (iii) of the § 368
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