Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. The Company shall have received a written opinion of its counsel, Weil, Gotshal & M▇▇▇▇▇ LLP, dated as of the Closing Date and in form and substance 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 in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may rely upon the Company Tax Representation Letter and Parent 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.

Section 368 Opinion. The Company shall have received a the written opinion of its counsel, Weil▇▇▇▇▇▇, Gotshal & M▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit F, and with such changes as are mutually agreeable 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, although not free from doubt, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP may rely upon the Company Parent Tax Representation Letter and Parent the Company Tax Representation Letter. The condition set forth in this Section 7.3(f8.3(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 counsel, Weil, Gotshal & M▇▇▇▇▇ Proskauer Rose LLP, dated as of the Closing Date and in form and substance 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 in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may rely upon the Company Tax Representation Letter, Parent Tax Representation Letter and Parent Merger Sub 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.

Section 368 Opinion. The Company shall have received a written opinion of its special counsel, Weil, Gotshal ▇▇▇▇▇▇▇▇▇ & M▇▇▇▇▇▇▇▇ LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit F, and with such changes as are mutually agreeable 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, counsel ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.3(f7.3(e) shall not be waivable after receipt of the Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.” q. Section 8.1

Section 368 Opinion. The Company shall have received a written opinion of its counsel, Weil, Gotshal & M▇▇▇ ▇▇▇▇▇▇ LLP, LLP dated as of the Closing Date and in form and substance as set forth in Exhibit F, and with such changes as are mutually agreeable to agreed between the Company and Parent, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will should qualify as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that the condition set forth in this Section 6.1(e) shall not be waivable by the Company after adoption of this Agreement by the holders of Company Common Stock, unless further stockholder approval is obtained with appropriate disclosure; provided, further, that if ▇▇▇ ▇▇▇▇▇▇ LLP is not willing, able or otherwise fails to deliver such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP may deliver such opinion in place of ▇▇▇ ▇▇▇▇▇▇ LLP. In rendering such opinion, counsel may rely upon the Company Tax Representation Letter and the Parent 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.

Section 368 Opinion. The Company shall have received a written opinion of its special counsel, WeilWachtell, Gotshal & MLipton, ▇▇▇▇▇ LLP& ▇▇▇▇, dated as of the Closing Date and in form and substance as set forth in Exhibit F, and with such changes as are mutually agreeable 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, counsel Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ may rely upon the Company Tax Representation Letter and Parent 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.

Section 368 Opinion. The Company shall have received a written opinion of its special counsel, Weil, Gotshal & M▇▇▇▇▇ LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit FD, 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 in such opinion, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel Weil, Gotshal & M▇▇▇▇▇ LLP may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section ‎‎Section 7.3(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, WeilWachtell, Gotshal & M▇Lipton, R▇▇▇▇ LLP& K▇▇▇, dated as of the Closing Date and in form and substance as set forth in Exhibit F, and with such changes as are mutually agreeable 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, counsel Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ may rely upon the Company Tax Representation Letter and Parent 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.