Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods LLP, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target and Buyer.

Appears in 3 contracts

Samples: Merger Agreement (Park Sterling Corp), Merger Agreement (Community Capital Corp /Sc/), Merger Agreement (Park Sterling Corp)

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Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods Wxxxxx Cxxxxxx Xxxxxxxxx & Rxxx, LLP, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target Seller and Buyer.

Appears in 3 contracts

Samples: Merger Agreement (BNC Bancorp), Merger Agreement (Crescent Financial Bancshares, Inc.), Merger Agreement (BNC Bancorp)

Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods LLP, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target and Buyer.

Appears in 2 contracts

Samples: Merger Agreement (Park Sterling Corp), Merger Agreement (First Capital Bancorp, Inc.)

Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods Cxxxxxxxx & Bxxxxxx LLP, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger will be treated qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target Buyer, reasonably satisfactory in form and Buyersubstance to such counsel.

Appears in 1 contract

Samples: Merger Agreement (Atlantic Union Bankshares Corp)

Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, LLP, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target Seller and Buyer.

Appears in 1 contract

Samples: Merger Agreement (Ecb Bancorp Inc)

Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, LLP, in form and substance reasonably satisfactory to BuyerBuyer and Seller, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target Seller and Buyer.

Appears in 1 contract

Samples: Merger Agreement (BNC Bancorp)

Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods Xxxxxxxxx & Xxxxxxx LLP, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion that are consistent with the state of facts existing at the Effective Timeopinion, the Merger will be treated qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target Buyer, reasonably satisfactory in form and Buyersubstance to such counsel.

Appears in 1 contract

Samples: Merger Agreement (American National Bankshares Inc.)

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Federal Tax Opinion. Buyer shall have received the written opinion of its counsel, McGuireWoods LLP, in form and substance reasonably satisfactory to Buyer, dated the Closing DateDate of Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, the Company’s counsel, substantially to the effect that, on the basis of the law in effect at the Effective Time, and facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target the Company and Buyer.

Appears in 1 contract

Samples: Merger Agreement (Patriot Capital Funding, Inc.)

Federal Tax Opinion. Buyer shall have received the written opinion of its counsel, McGuireWoods LLP, in form and substance reasonably satisfactory to Buyer, dated the Closing DateDate of Sutxxxxxxx Xxxxxx & Brexxxx XXP, the Company’s counsel, substantially to the effect that, on the basis of the law in effect at the Effective Time, and facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target the Company and Buyer.

Appears in 1 contract

Samples: Merger Agreement (Prospect Capital Corp)

Federal Tax Opinion. Buyer shall have received the opinion of its counsel, McGuireWoods Wxxxxx Cxxxxxx Xxxxxxxxx & Rxxx, LLP, in form and substance reasonably satisfactory to BuyerBuyer and Seller, dated the Closing Date, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Effective Time, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, the counsel may require and rely upon customary representations contained in certificates of officers of Target Seller and Buyer.

Appears in 1 contract

Samples: Merger Agreement (BNC Bancorp)

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