Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. Parent shall have received the written opinion of its counsel, Xxxxx Lovells US LLP, dated as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and as of the Closing Date, in substantially the form and substance as set forth in Exhibit B, respectively, 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 representation letters described in Section 7.15. The condition set forth in this Section 8.2(f) shall not be waivable after receipt of the Parent Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent Company shall have received the written opinion of its counsel, Xxxxx Lovells US LLPXxxxxxx Procter LLP (or other counsel reasonably satisfactory to Parent), dated as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation Regulations S-K under the Securities Act, and as of the Closing Date, in substantially the form and substance as set forth in Exhibit BE, respectively, 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 representation letters described in Section 7.15. The condition set forth in this Section 8.2(f8.3(f) shall not be waivable after receipt of the Parent Shareholder Company Stockholder Approval, unless further shareholder stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its counsel, Xxxxx Lovells US LLP (or other counsel reasonably satisfactory to Company including Xxxxxxx Procter LLP), dated as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and as of the Closing Date, in substantially the form and substance as set forth in Exhibit BC, respectively, 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 representation letters described in Section 7.15. The condition set forth in this Section 8.2(f) shall not be waivable after receipt of the Parent Shareholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its counselMxxxxxxx & Fxxxxxxx LLP (or other counsel as may be reasonably acceptable to Parent and the Company), Xxxxx Lovells US LLPsubstantially in the form of Exhibit B to this Agreement, dated as of the Closing Date and as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and as of the Closing Date, in substantially the form and substance as set forth in Exhibit B, respectively, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may shall rely upon the tax representation letters described in Section 7.157.16(a)(iii) and Section 7.16(b)(iii). The condition set forth in this Section 8.2(f8.2(e) shall not be waivable after receipt of the Parent Shareholder Stockholder Approval, unless further shareholder stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its counselXxxxxxxx & Xxxxxxxx LLP (or other counsel as may be reasonably acceptable to Parent and the Company), Xxxxx Lovells US LLPsubstantially in the form of Exhibit B to this Agreement, dated as of the Closing Date and as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and as of the Closing Date, in substantially the form and substance as set forth in Exhibit B, respectively, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may shall rely upon the tax representation letters described in Section 7.157.16(a)(iii) and Section 7.16(b)(iii). The condition set forth in this Section 8.2(f8.2(e) shall not be waivable after receipt of the Parent Shareholder Stockholder Approval, unless further shareholder stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent The Company shall have received the written opinion of its counselGxxxxxx Procter, Xxxxx Lovells US LLPLLP (or other counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit D to this Agreement, dated as of the Closing Date and as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and as of the Closing Date, in substantially the form and substance as set forth in Exhibit B, respectively, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may shall rely upon the tax representation letters described in Section 7.157.16(a)(iii) and Section 7.16(b)(iii). The condition set forth in this Section 8.2(f8.3(e) shall not be waivable after receipt of the Parent Shareholder Company Stockholder Approval, unless further shareholder stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent The Company shall have received the written opinion of its counselXxxxxxx Procter, Xxxxx Lovells US LLPLLP (or other counsel as may be reasonably acceptable to Parent and the Company), substantially in the form of Exhibit D to this Agreement, dated as of the Closing Date and as of the effective date of the Form S-4, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act, and as of the Closing Date, in substantially the form and substance as set forth in Exhibit B, respectively, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may shall rely upon the tax representation letters described in Section 7.157.16(a)(iii) and Section 7.16(b)(iii). The condition set forth in this Section 8.2(f8.3(e) shall not be waivable after receipt of the Parent Shareholder Company Stockholder Approval, unless further shareholder stockholder approval is obtained with appropriate disclosure.