Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 4 contracts

Samples: Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp), Merger Agreement (Anworth Mortgage Asset Corp)

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Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, Xxxxxx Xxxxxxx Xxxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 3 contracts

Samples: Merger Agreement (Arlington Asset Investment Corp.), Merger Agreement (Ellington Financial Inc.), Merger Agreement (Ellington Financial Inc.)

Section 368 Opinion. The Company shall have received a the written opinion of Gxxxxxxxx TraurigSkadden, Arps, Slate, Meagher, & Xxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date date which includes the Parent Merger Effective Time and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Parent Merger will qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e)such opinion, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory Parent LP, the Company, Company LP and Merger Sub provided counsel to Parent described in form and substance to the Company and ParentSection 7.2(e).

Appears in 2 contracts

Samples: Merger Agreement (Thomas Properties Group Inc), Merger Agreement (Parkway Properties Inc)

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, Xxxxx Xxxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Merger Agreement (Ellington Financial Inc.)

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, Mxxxx Xxxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Merger Agreement (Great Ajax Corp.)

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Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e7.3(f), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Merger Agreement (Ready Capital Corp)

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e7.3(f), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Merger Agreement (Owens Realty Mortgage, Inc.)

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