A MERGER AGREEMENT, EFFECTIVE OCTOBER 5, 2022, WAS SIGNED BY THE FOUNDATION'S BOARD OF DIRECTORS. ACCORDING TO THE MERGER AGREEMENT, GRIFFITHS FOUNDATION IS THE MERGING ENTITY AND HAROLD F. GRIFFITHS FOUNDATION THE SURVIVING ENTITY. PER THE AGREEMENT ON THE EFFECTIVE DATE, THE MERGING ENTITY SHALL BE MERGED WITH AND INTO THE SURVIVING CORPORATION. THE FOUNDATION MADE DISTRIBUTIONS OF CASH IN THE AMOUNT OF $157,868 AND PUBLICLY TRADED SECURITIES WITH A COST BASIS OF $2,447,415 (FAIR MARKET VALUE OF $2,960,001), TO THE HAROLD F. GRIFFITHS FOUNDATION DURING 2022 THAT CONSTITUTED THE DISTRIBUTION OF THE FOUNDATION'S ASSETS. THE TRANSFEREE ORGANIZATION IS EFFECTIVELY CONTROLLED (WITHIN THE MEANING OF THE REGULATIONS UNDER SEC. 1.507-3), DIRECTLY OR INDIRECTLY, BY THE SAME PERSONS WHO CONTROLLED THE TRANSFEROR PRIVATE FOUNDATION. THE PRIVATE FOUNDATIONS INVOLVED (BOTH THE TRANSFEROR AND TRANSFEREE) HAVE NOT COMMITTED ANY ACTS GIVING RISE TO LIABILITY FOR TAX UNDER CHAPTER 42, THERE WERE NO GRANTS PAID WHICH REQUIRE THE TRANSFEROR ORGANIZTION TO EXERCISE EXPENDITURE RESPONSIBILITY IN ACCORDANCE WITH SEC. 4945(H), AND THE TRANSFEREE PRIVATE FOUNDATION IS NOT AN OPERATING FOUNDATION WITHIN THE MEANING OF SEC. 4942(J)(3).
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