Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. Parent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US, special counsel to Parent, dated as of the Closing Date, 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 ▇▇▇▇▇▇▇▇ Chance US may rely on the Company Tax Representation Letter and Parent Tax Representation Letter. Such opinion which shall be in a form customary for transactions of this nature shall be subject to customary assumptions, qualifications and representations. The condition set forth in this Section 8.2(e) 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 a the written opinion of its special counsel, D▇▇▇▇ ▇▇▇▇▇▇ Chance US, special counsel to ParentLLP, dated as of the Closing DateDate 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 opinion, D▇▇▇▇ ▇▇▇▇▇▇ Chance US LLP may rely on upon the Company Tax Representation Letter and Parent Tax Representation Letter. Such opinion which shall be in a form customary for transactions of this nature shall be subject to customary assumptions, qualifications and representations. The condition set forth in this Section 8.2(e7.2(f) 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 a the written opinion of ▇▇▇its special counsel, Wachtell, Lipton, ▇▇▇▇▇ Chance US, special counsel to Parent& ▇▇▇▇, dated as of the Closing DateDate and in form and substance reasonably satisfactory to 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 ▇▇▇opinion, Wachtell, Lipton, ▇▇▇▇▇ Chance US & ▇▇▇▇ may rely on upon the Company Tax Representation Letter and Parent Tax Representation Letter. Such opinion which shall be in a form customary for transactions of this nature shall be subject to customary assumptions, qualifications and representations. The condition set forth in this Section 8.2(e7.2(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 a the written opinion of ▇▇▇▇its special counsel, Wachtell, Lipton, R▇▇▇▇ Chance US, special counsel to Parent& K▇▇▇, dated as of the Closing DateDate and in form and substance reasonably satisfactory to 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 ▇▇▇▇opinion, Wachtell, Lipton, R▇▇▇▇ Chance US & K▇▇▇ may rely on upon the Company Tax Representation Letter and Parent Tax Representation Letter. Such opinion which shall be in a form customary for transactions of this nature shall be subject to customary assumptions, qualifications and representations. The condition set forth in this Section 8.2(e7.2(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 a the written opinion of its counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Chance US, special counsel to ParentLLP, dated as of the Closing DateDate and in form and substance as set forth in Exhibit E, 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 ▇▇▇▇▇▇▇▇ Chance US opinion, counsel may rely on upon the Company Tax Representation Letter and Letter, Parent Tax Representation Letter and Merger Sub Tax Representation Letter. Such opinion which shall be in a form customary for transactions of this nature shall be subject to customary assumptions, qualifications and representations. The condition set forth in this Section 8.2(e7.2(f) 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 a the written opinion of its special counsel, D▇▇▇▇ ▇▇▇▇▇▇ Chance US, special counsel to ParentLLP, dated as of the Closing DateDate and in form and substance as set forth in Exhibit C, 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 opinion, D▇▇▇▇ ▇▇▇▇▇▇ Chance US LLP may rely on upon the Company Tax Representation Letter and Parent Tax Representation Letter. Such opinion which shall be in a form customary for transactions of this nature shall be subject to customary assumptions, qualifications and representations. The condition set forth in this Section 8.2(e‎‎Section 7.2(f) 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 a the written opinion of its counsel, L▇▇▇▇▇ & W▇▇▇▇▇▇ Chance US, special counsel to ParentLLP, dated as of the Closing DateDate and in form and substance as set forth in Exhibit E, 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 ▇▇▇▇▇▇▇▇ Chance US opinion, counsel may rely on upon the Company Tax Representation Letter and Letter, Parent Tax Representation Letter and Merger Sub Tax Representation Letter. Such opinion which shall be in a form customary for transactions of this nature shall be subject to customary assumptions, qualifications and representations. The condition set forth in this Section 8.2(e7.2(f) shall not be waivable after receipt of the Parent Shareholder Stockholder Approval, unless further shareholder stockholder approval is obtained with appropriate disclosure.