Reorganization Opinion. Premiere shall have received an opinion of ---------------------- Xxxxxx & Bird LLP, counsel to Premiere, to the effect that the transactions contemplated by the Agreement, including the Merger, will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code.
Reorganization Opinion. The Company shall have received an opinion of Weil, Gotshal & Xxxxxx LLP, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, substantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the exchange of Common Stock for New Common Stock in the Equity Exchange should be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Weil, Gotshal & Xxxxxx LLP may require and rely upon representations and covenants made by the parties to this Agreement.
Reorganization Opinion. Parent and Merger Sub shall have received the written opinion of its counsel, Axxxxx & Bird LLP, dated as of the Closing Date and in substantially the same form as Exhibit D, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) the Merger will qualify as a reorganization under, and with the meaning of, Section 368(a) of the Code, and (ii) the Company, Parent and Merger Sub will each be a party to that reorganization with the meaning of Section 368(b) of the Code. In rendering such opinion, Axxxxx & Bird LLP (or such other counsel) may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.2(f) shall not be waivable after receipt of the Parent Stockholder Approval unless further approval of the Parent Stockholders is obtained with appropriate disclosure.
Reorganization Opinion. The Company shall have received the written opinion of its counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, dated as of the Closing Date and in substantially the same form as Exhibit D, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) the Merger will qualify as a reorganization under, and with the meaning of, Section 368(a) of the Code, and (ii) the Company, Parent and Merger Sub will each be a party to that reorganization with the meaning of Section 368(b) of the Code. In rendering such opinion, Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.3(f) shall not be waivable after receipt of the Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.
Reorganization Opinion. The Company shall have received an opinion of Xxxx, Gotshal & Xxxxxx LLP, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company, substantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the exchange of Common Stock for New Common Stock in the Equity Exchange should be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxx, Xxxxxxx & Xxxxxx LLP may require and rely upon representations and covenants made by the parties to this Agreement.
Reorganization Opinion. The Shareholders shall have received ---------------------- from Shearman & Sterling a written opinion, reasonably satisfactory to the Shareholders and dated as of the Closing Date, addressed to the Company and the Shareholders, that the Merger will be treated for federal income tax purposes as a reorganization qualifying under section 368(a) of the Code and no gain or loss will be recognized by the Shareholders who exchange their Company Common Stock in the Merger except with respect to cash received in the Merger;
Reorganization Opinion. Parent and the Company shall have received from Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx a written opinion, addressed to Parent and the Company and dated as of the Closing Date, that the exchange of Company Common Stock for Parent Common Stock pursuant to the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering its opinion, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx may require and rely upon representations and statements contained in the certificates from Parent and the Company referred to in Sections 6.4(b) and (c).
Reorganization Opinion. Except as otherwise provided in ---------------------- Section 9.03(c), the Purchaser shall have received from Xxxxx Xxxxx, L.L.P. a written opinion, reasonably satisfactory to the Purchaser and dated as of the Closing Date, addressed to the Purchaser that the Merger will be treated for federal income tax purposes as a reorganization qualifying under section 368(a) of the Code and no gain or loss will be recognized by the Purchaser or the Company as a result of the Merger. If the Company has elected to restructure the transaction as a taxable sale of Company Common Stock (or as a taxable reverse subsidiary merger) pursuant to Section 3.01(h), the Purchaser shall have received from Xxxxx Xxxxx, L.L.P. a written opinion, reasonably satisfactory to the Purchaser and dated as of the Closing Date, addressed to the Purchaser that no gain or loss will be recognized by the Purchaser or the Company as a result of the transaction.
Reorganization Opinion. Parent and Merger Sub shall have received the written opinion of its counsel, Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, dated as of the Closing Date and in substantially the same form as Exhibit D, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) the Merger will qualify as a reorganization under, and with the meaning of, Section 368(a) of the Code, and (ii) the Company, Parent and Merger Sub will each be a party to that reorganization with the meaning of Section 368(b) of the Code. In rendering such opinion, Sxxxxxx, Arps, Slate, Mxxxxxx & Fxxx LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.2(f) shall not be waivable after receipt of the Parent Stockholder Approval, unless further shareholder approval is obtained with appropriate disclosure.
Reorganization Opinion. The Company shall have received the written opinion of its counsel, Xxxxxx & Bird LLP, dated as of the Closing Date and in substantially the same form as Exhibit E, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) the Merger will qualify as a reorganization under, and with the meaning of, Section 368(a) of the Code, and (ii) the Company, Parent and Merger Sub will each be a party to that reorganization with the meaning of Section 368(b) of the Code. In rendering such opinion, Xxxxxx & Bird LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.3(g) shall not be waivable after receipt of the Company Stockholder Approval, unless further shareholder approval is obtained with appropriate disclosure.
