Legal Opinion of Counsel. If, and only if, the Continuity Percentage is greater than or equal to the Reorganization Threshold, Parent shall have received the written opinion of Xxxxxx & Xxxxxxx LLP, counsel to Parent, referred to in Section 6.11(a), and such opinion shall not have been withdrawn; provided, however, that if Xxxxxx & Xxxxxxx LLP fails to deliver such opinion or such opinion is withdrawn, then Shearman & Sterling LLP, counsel to the Company, may deliver such opinion in satisfaction of the condition set forth in this Section 7.02(e), and any such opinion may rely on representations as such counsel reasonably deems appropriate and on typical assumptions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thoratec Corp), Agreement and Plan of Merger (HeartWare International, Inc.)
Legal Opinion of Counsel. If, and only if, the Continuity Percentage is greater than or equal to the Reorganization Threshold, Parent the Company shall have received the written opinion of Xxxxxx Shearman & Xxxxxxx Sterling LLP, counsel to Parentthe Company, referred to in Section 6.11(a), and such opinion shall not have been withdrawn; provided, however, that if Xxxxxx Shearman & Xxxxxxx Sterling LLP fails to deliver such opinion or such opinion is withdrawn, then Shearman Xxxxxx & Sterling Xxxxxxx LLP, counsel to the CompanyParent, may deliver such opinion in satisfaction of the condition set forth in this Section 7.02(e7.03(d), and any such opinion may rely on representations as such counsel reasonably deems appropriate and on typical assumptions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thoratec Corp), Agreement and Plan of Merger (HeartWare International, Inc.)
