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.
Appears in 16 contracts
Samples: Cornerstone Investment Agreement, Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Cornerstone Investment Agreement (General Growth Properties, Inc.)
