Common use of Continuity of Interest Clause in Contracts

Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c) or 7.3(c) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or Silver, Xxxxxxxx, Taff & Xxxxxxx LLP, respectively) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Purchaser shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Common Shares on the last trading day prior to the Closing Date), and decrease the Cash Consideration, to the minimum extent necessary to enable the relevant tax opinion to be rendered.

Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c) or 7.3(c) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or SilverS.R. Xxxxxxxxx, Xxxxxxxx, Taff & Xxxxxxx LLPP.C., respectively) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Purchaser shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Common Shares on the last trading day prior to the Closing Date), and decrease the Cash Consideration, to the minimum extent necessary to enable the relevant tax opinion to be rendered.

Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c) or 7.3(c) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or Silver, Xxxxxxxx, Taff Ingersoll & Xxxxxxx LLPRooney PC, respectively) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Purchaser shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Common Shares on the last trading day prior to the Closing Date), and decrease decreasing the Cash Consideration, to the minimum extent necessary to enable the relevant tax opinion to be rendered.

Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c) or 7.3(c) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or Silver, Xxxxxxxx, Taff Xxxxx & Xxxxxxx Berne LLP, respectively) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Purchaser shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Common Shares on the last trading day prior to the Closing Date), and decrease decreasing the Cash Consideration, to the minimum extent necessary to enable the relevant tax opinion to be rendered.

Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c8.02(c) or 7.3(cSection 8.03(c) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or Silver, Xxxxxxxx, Taff Xxxxx & Xxxxxxx Xxxxxxxxx LLP, respectively) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Purchaser Parent shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Parent Common Shares Stock on the last trading day prior to the Closing Date), and decrease the Cash Consideration, ) to the minimum extent necessary to enable the relevant tax opinion to be renderedrendered and make corresponding adjustments to the amount of the Per Share Cash Consideration, the Per Share Escrow Amount and/or the amount of any Additional Consideration as appropriate.

Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c) or 7.3(c7.3(d) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or SilverXxxxxx, Xxxxxxxx, Taff Halter & Xxxxxxx Xxxxxxxx LLP, respectively) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Purchaser shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Common Shares on the last trading day prior to the Closing Date), and decrease decreasing the Cash Consideration, to the minimum extent necessary to enable the relevant tax opinion to be rendered.

Continuity of Interest. Notwithstanding anything in this Agreement to the contrary, if either of the tax opinions referred to in Section 7.2(c) or 7.3(c) cannot be rendered (as reasonably determined by Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP or SilverXxxxxxxxxxx, Xxxxxxxxxxx & Xxxxxxxx, Taff & Xxxxxxx LLPLtd., respectively) as a result of the Merger potentially failing to satisfy the “continuity of interest” requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then Purchaser shall increase the Stock Consideration (applying the closing price of shares of the Purchaser Common Shares on the last trading day prior to the Closing Date), and decrease decreasing the Cash Consideration, to the minimum extent necessary to enable the relevant tax opinion to be rendered.