Common use of Reorganization Opinion Clause in Contracts

Reorganization Opinion. Parent and Merger Sub shall have received the written opinion of its counsel, Xxxxxx Xxxxxxx Xxxxx LLP, dated as of the Closing Date and in substantially the same form as Exhibit C, 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 Xxxxxxx Xxxxx 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 stockholder approval is obtained with appropriate disclosure.

Reorganization Opinion. Parent and Merger Sub shall have received the written opinion of its counsel, Xxxxxx Xxxxxxx Xxxxx Axxxxx & Bird LLP, dated as of the Closing Date and in substantially the same form as Exhibit CD, 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 Xxxxxxx Xxxxx 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, Approval unless further stockholder 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, Xxxxxx Xxxxxxx Xxxxx LLPAxxxxx & Bird LLP (“Parent Tax Counsel”), addressed to Parent and dated as of the Closing Date and in substantially the same form as Exhibit CDate, 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, Company and Parent and Merger Sub will each be a party to that reorganization with the meaning of Section 368(b) of the CodeCode (the “Parent Tax Opinion”). In rendering such opinion, Xxxxxx Xxxxxxx Xxxxx Axxxxx & Bird LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. Parent shall have received a copy of the Company Tax Opinion. The condition set forth in this Section 7.2(f7.2(g) shall not be waivable after receipt of the Parent Stockholder Company Shareholder Approval, unless further stockholder shareholder approval is obtained with appropriate disclosure. The condition set forth in this Section 7.2(g) shall not be waivable after receipt of the Company Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

Reorganization Opinion. Parent and Merger Sub The Company shall have received the written opinion of its counsel, Xxxxxx Xxxxxxx Xxxxx Axxxxx & Bird LLP, dated as of the Closing Date and in substantially the same form as Exhibit CE, 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 Xxxxxxx Xxxxx Axxxxx & Bird LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.2(f7.3(g) shall not be waivable after receipt of the Parent Company Stockholder Approval, unless further stockholder shareholder approval is obtained with appropriate disclosure.