Common use of Reorganization Opinion Clause in Contracts

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. Parent and Merger Sub shall have received the written opinion of its counsel, Axxxxx & Bird Xxxxxx Xxxxxxx Xxxxx LLP, dated as of the Closing Date and in substantially the same form as Exhibit DC, 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 Xxxxxx Xxxxxxx Xxxxx 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 Approval, unless further stockholder approval of the Parent Stockholders is obtained with appropriate disclosure.