Common use of Federal Tax Opinion Clause in Contracts

Federal Tax Opinion. Company shall have received the opinion of Wachtell, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the a written opinion of WachtellXxxxxxxx, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx & XxxxXxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent the Purchaser Tax Certificate and Company, reasonably satisfactory in form and substance to such counselthe Company Tax Certificate.

Federal Tax Opinion. The Company shall have received the opinion of Wachtellits counsel, Lipton, Xxxxx Xxxxxxxx & XxxxXxxxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of the Company, the Holdings Stockholder, Parent and CompanyMerger Sub, reasonably satisfactory in form and substance to such counselit.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx Xxxxxx & XxxxXxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Company shall have received the opinion of Wachtell, Lipton, Xxxxx & XxxxXxxxxx XxXxxxxx, in form and substance reasonably satisfactory to Company, dated as ​ ​ ​ of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent Purchaser and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx Rxxxx & XxxxKxxx, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “"reorganization” " within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent Purchaser and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx Xxxxxx & XxxxXxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “"reorganization” " within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Liptonits counsel, Xxxxx & XxxxXxxxxxx LLP, in form and substance reasonably satisfactory to the Company, 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, the Merger will qualify be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of the Company, Parent and CompanyMerger Sub, reasonably satisfactory in form and substance to such counselit.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx Hunton & XxxxXxxxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. Company shall have received the opinion of Wachtell, Lipton, Xxxxx & XxxxXxxxxxxx Xxx Xxxxxxxx LLP, in form and substance reasonably satisfactory to Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent Purchaser and Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx & Xxxx, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent Purchaser and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtell, Lipton, Xxxxx Xxxxxx & XxxxXxxxxx Xxxx Xxxxxxx LLP, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company, reasonably satisfactory in form and substance to such counsel.

Federal Tax Opinion. The Company shall have received the opinion of Wachtellits counsel, Lipton, Xxxxx Fxxxx & XxxxLxxxxxx LLP, in form and substance reasonably satisfactory to the Company, 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, the Merger will qualify be treated as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of the Company, Parent and CompanyMerger Sub, reasonably satisfactory in form and substance to such counselit.

Federal Tax Opinion. The Company shall have received the a written opinion of WachtellWxxxxxxx, Lipton, Xxxxx Rxxxx & XxxxKxxx, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Parent and the Company, reasonably satisfactory in form and substance to such counsel.