Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, Dxxxx Xxxxxx LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit D, and with such changes as are mutually agreeable to Parent and the Company, 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, Dxxxx Xxxxxx LLP may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.2(f) shall not be waivable after receipt of the Parent Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent The Company shall have received the a written opinion of its special counsel, Dxxxx Xxxxxx Proskauer Rose LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit DF, and with such changes as are mutually agreeable to Parent the Company and the CompanyParent, 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, Dxxxx Xxxxxx LLP 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 7.2(f7.3(f) shall not be waivable after receipt of the Parent Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, Dxxxx Xxxxxx LLPWachtell, Lipton, Rxxxx & Kxxx, dated as of the Closing Date and in form and substance as set forth in Exhibit D, and with such changes as are mutually agreeable reasonably satisfactory to Parent and the CompanyParent, 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, Dxxxx Xxxxxx LLP Wachtell, Lipton, Rxxxx & Kxxx may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.2(f) shall not be waivable after receipt of the Parent Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, Dxxxx Xxxxxx & Xxxxxxx LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit DE, and with such changes as are mutually agreeable to Parent and the Company, 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, Dxxxx Xxxxxx LLP 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 7.2(f) shall not be waivable after receipt of the Parent Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, Dxxxx Xxxxxx LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit DC, and with such changes as are mutually agreeable to Parent and the Company, 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, Dxxxx Xxxxxx LLP may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section ‎‎Section 7.2(f) shall not be waivable after receipt of the Parent Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, Dxxxx Xxxxxx Lxxxxx & Wxxxxxx LLP, dated as of the Closing Date and in form and substance as set forth in Exhibit DE, and with such changes as are mutually agreeable to Parent and the Company, 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, Dxxxx Xxxxxx LLP 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 7.2(f) shall not be waivable after receipt of the Parent Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, Dxxxx Xxxxxx LLPWachtell, Lipton, Xxxxx & Xxxx, dated as of the Closing Date and in form and substance as set forth in Exhibit D, and with such changes as are mutually agreeable reasonably satisfactory to Parent and the CompanyParent, 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, Dxxxx Xxxxxx LLP Wachtell, Lipton, Xxxxx & Xxxx may rely upon the Company Tax Representation Letter and Parent Tax Representation Letter. The condition set forth in this Section 7.2(f) shall not be waivable after receipt of the Parent Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.