Common use of Opinion and Certificate Clause in Contracts

Opinion and Certificate. Parent and Merger Sub shall have received the following opinion and certificate, each of which shall be in full force and effect: (a) a written opinion of Xxxxxx LLP, in form and substance reasonably acceptable to Parent and Merger Sub, dated as of the Closing Date to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxx LLP may rely upon customary assumptions and representations reasonably satisfactory to it, including representations set forth in certificates of officers of Parent, Merger Sub and Company, in substantially the forms attached hereto as Exhibits D and E; provided, however, that the condition set forth in this Section 6.5(a) shall not be waivable by Parent or Merger Sub after adoption of this Agreement by the holders of shares of Company Common Stock, unless further stockholder approval is obtained with appropriate disclosure; and (b) a certificate executed by the Chief Executive Officer of the Company confirming that the conditions set forth in 6.1, 6.2, 6.4(a), and 6.6 have been duly satisfied.

Opinion and Certificate. Parent and Merger Sub The Company shall have received the following opinion and certificate, each of which shall be in full force and effect: (a) a written opinion of Xxxxxx Xxxxxxx & Xxxxxx LLP, in form and substance reasonably acceptable to Parent and Merger Subthe Company, dated as of the Closing Date to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxx Xxxxxxx & Xxxxxx LLP may rely upon customary assumptions and representations reasonably satisfactory to it, including representations set forth in certificates of officers of Parent, Merger Sub and Company, in substantially the forms attached hereto as Exhibits D and E; provided, however, that the condition set forth in this Section 6.5(a7.5(a) shall not be waivable by Parent or Merger Sub the Company after adoption of this Agreement by the holders of shares of Company Common Stock, unless further stockholder approval is obtained with appropriate disclosure; and (b) a certificate executed by the Chief Executive Officer of the Company Parent confirming that the conditions set forth in 6.1Sections 7.1, 6.27.2, 6.4(a), 7.4(b) and 6.6 7.6 have been duly satisfied.

Opinion and Certificate. Parent and Merger Sub The Company shall have received the following opinion and certificate, each of which shall be in full force and effect: (a) a written opinion of Xxxxxx & Xxxxxxx LLP, in form and substance reasonably acceptable to Parent and Merger Subthe Company, dated as of the Closing Date to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx LLP may rely upon customary assumptions and representations reasonably satisfactory to it, including representations set forth in certificates of officers of Parent, Merger Sub and Company, in substantially the forms attached hereto as Exhibits D and E; provided, however, that the condition set forth in this Section 6.5(a7.5(a) shall not be waivable by Parent or Merger Sub the Company after adoption of this Agreement by the holders of shares of Company Common Stock, unless further stockholder approval is obtained with appropriate disclosure; and (b) a certificate executed by the Chief Executive Officer of the Company Parent confirming that the conditions set forth in 6.1Sections 7.1, 6.27.2, 6.4(a), 7.4(b) and 6.6 7.6 have been duly satisfied.

Opinion and Certificate. Parent and Merger Sub shall have received the following opinion and certificate, each of which shall be in full force and effect: (a) a written opinion of Xxxxxx LLP, in form and substance reasonably acceptable to Parent and Merger Sub, dated as of the Closing Date to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Merger will constitute a "“reorganization" ” within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxx LLP may rely upon customary assumptions and representations reasonably satisfactory to it, including representations set forth in certificates of officers of Parent, Merger Sub and Company, in substantially the forms attached hereto as Exhibits D and E; provided, however, that the condition set forth in this Section 6.5(a) shall not be waivable by Parent or Merger Sub after adoption of this Agreement by the holders of shares of Company Common Stock, unless further stockholder approval is obtained with appropriate disclosure; and (b) a certificate executed by the Chief Executive Officer of the Company confirming that the conditions set forth in 6.1, 6.2, 6.4(a), and 6.6 have been duly satisfied.