Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, D▇▇▇▇ ▇▇▇▇▇▇ 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, D▇▇▇▇ ▇▇▇▇▇▇ 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 shall have received the a written opinion of its special counsel, D▇▇▇▇ ▇▇▇▇▇▇ LLPChance US, special counsel to Parent, 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 CompanyDate, 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, Dopinion ▇▇▇▇ ▇▇▇▇▇▇ LLP Chance US may rely upon 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 7.2(f8.2(e) shall not be waivable after receipt of the Parent Stockholder Shareholder Approval, unless further stockholder shareholder approval is obtained with appropriate disclosure.

Section 368 Opinion. Parent shall have received the written opinion of its special counsel, DL▇▇▇▇▇ & W▇▇▇▇▇▇ 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, D▇▇▇▇ ▇▇▇▇▇▇ 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, D▇▇▇▇ ▇Wachtell, Lipton, ▇▇▇▇▇ 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 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, D▇▇▇▇ ▇Wachtell, Lipton, ▇▇▇▇▇ 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 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, D▇▇▇▇ ▇▇▇▇▇▇ 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, D▇▇▇▇ ▇▇▇▇▇▇ 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, D▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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, D▇▇▇▇ ▇▇▇▇▇▇ 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, DWachtell, Lipton, R▇▇▇▇ & K▇▇▇▇▇▇ 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 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, DWachtell, Lipton, R▇▇▇▇ ▇▇▇& K▇▇▇ 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 Company Stockholder Approval, unless further stockholder approval is obtained with appropriate disclosure.