Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. The Company shall have received a written opinion of its special counsel, Xxxxxxxxx & Xxxxxxxx LLP, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company and Parent, to the effect that, on the basis of 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 such opinion, Xxxxxxxxx & Xxxxxxxx LLP may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.3(e) shall not be waivable after receipt of the Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.”

Section 368 Opinion. The Company shall have received a written opinion of its special counsel, Xxxxxxxxx Weil, Gotshal & Xxxxxxxx Mxxxxx LLP, dated as of the Closing Date and in form and substance reasonably satisfactory as set forth in Exhibit F, and with such changes as are mutually agreeable to the Company and Parent, to the effect that, on the basis of 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 such opinion, Xxxxxxxxx & Xxxxxxxx LLP counsel may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.3(e7.3(f) shall not be waivable after receipt of the Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.”

Section 368 Opinion. The Company shall have received a written opinion of its special counsel, Xxxxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx LLPXxxx, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company and ParentCompany, to the effect that, on the basis of 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 such opinion, Xxxxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx LLP Xxxx may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.3(e7.3(f) shall not be waivable after receipt of the Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.”

Section 368 Opinion. The Company shall have received a written opinion of its special counsel, Xxxxxxxxx & Xxxxxxxx LLP, Xxx Xxxxxx LLP dated as of the Closing Date and in form and substance reasonably satisfactory to agreed between the Company and Parent, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will should qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion; provided, Xxxxxxxxx & Xxxxxxxx LLP may rely upon however, that the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.3(e6.1(e) shall not be waivable by the Company after receipt adoption of this Agreement by the Stockholder Approvalholders of Company Common Stock, unless further stockholder approval is obtained with appropriate disclosure; provided, further, that if Xxx Xxxxxx LLP is not willing, able or otherwise fails to deliver such opinion, Xxxxxx & Xxxxxxx LLP may deliver such opinion in place of Xxx Xxxxxx LLP. In rendering such opinion, counsel may rely upon the Company Tax Representation Letter and the Parent Tax Representation Letter.”