Common use of Reorganization Opinion Clause in Contracts

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 the written opinion of its counsel, Skadden, Arps, Slate, Xxxxxxx & Xxxx Sxxxxx Xxxxxx LLP, dated as of the Closing Date and in substantially the same form as Exhibit DE, 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 Sxxxxx Xxxxxx 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, Approval unless further stockholder approval of the Company Stockholders is obtained with appropriate disclosure.

Reorganization Opinion. The Company Parent and Merger Sub shall have received the written opinion of its counsel, Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx 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, XxxxxxxSxxxxxx, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.3(f7.2(f) shall not be waivable after receipt of the Company Parent Stockholder Approval, unless further stockholder shareholder approval is obtained with appropriate disclosure.

Reorganization Opinion. The Company Parent and Xxxxxx Sub shall have received the written opinion of its counsel, SkaddenXxxxxxx, 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(f7.2(f) shall not be waivable after receipt of the Company Parent Stockholder Approval, unless further stockholder shareholder approval is obtained with appropriate disclosure.