Tax Opinion of Counsel. Parent shall have received an opinion of Skadden, Arps, Slate, Meagxxx & Xlom ("XKADDEN, ARPS") dated on or about the date that is two business days prior to the date the Proxy Statement-Prospectus is first mailed to stockholders of the Company to the effect that the Merger will constitute a 46 54 reorganization for federal income tax purposes within the meaning of Section 368(a) of the Code, which opinion shall not have been withdrawn or modified in any material respect. In rendering such opinion, Skadden, Arps may require and rely upon representations contained in certificates of officers of Parent, Sub and the Company, certain stockholders and others dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect; PROVIDED, HOWEVER, that the condition set forth in this Section 8.2(d) shall be deemed to be satisfied if Skadden, Arps is unable to render such opinion solely by reason of any of the holders of Company Common Stock refusing or failing to provide Skadden, Arps with requested representations. The specific provisions of each such certificate and representation shall be in form and substance satisfactory to Skadden, Arps.
Tax Opinion of Counsel. The Company shall have received an opinion of its outside counsel in form and substance reasonably acceptable to the Company, to the effect that the transactions contemplated by this Agreement will be tax free. Holdings, Sporting and Acquisition shall cooperate with the Company's counsel and other advisors in the investigation of factual and other matters necessary or appropriate in granting or withholding such opinion.
Tax Opinion of Counsel. The Company shall have received an opinion of Brobxxx, Xxleger & Harrxxxx, XXP ("Brobxxx") xn form and substance reasonably satisfactory to the Company, dated as of the Effective Time, substantially to the effect that the Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) of the Code and that accordingly:
(i) no gain or loss will be recognized by the stockholders of the Company who exchange their Company Stock solely for shares of Parent Common Stock pursuant to the Merger (except to the extent that cash is received in lieu of a fractional share interest);
(ii) the aggregate basis of the shares of Parent Common Stock received by stockholders of the Company in the Merger will be the same as the aggregate basis of the Company Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for which cash is received);
(iii) the holding period of the shares of Parent Common Stock received by stockholders of the Company in the Merger will include the period during which the shares of Company Stock surrendered in exchange
Tax Opinion of Counsel. Parent shall have received an opinion of Proskauer Rose LLP, tax counsel to Parent, in form and substance reasonably satisfactory to Parent, dated as of the Effective Time, substantially to the effect that no gain or loss will be recognized by the Company, Parent or Sub as a result of the Merger.
Tax Opinion of Counsel. Each of Lanxide and Commodore shall have received from Messrs. Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, counsel to Commodore, an opinion, datex xx of xxx Xxxective Time of the Merger, and in form and substance reasonable satisfactory to the Parties, to the effect that the Merger will constitute a reorganization within the meaning of section 368(a) of the Code, and that Lanxide, Commodore and Merger Subsidiary each will be a party to the reorganization within the meaning of section 368(b) of the Code, which opinion shall not have been withdrawn prior to the Effective Time.
Tax Opinion of Counsel. Parent shall have received an opinion of Xxxxxxx Xxxxxx & Xxxxxxx LLC ("Xxxxxxx Xxxxxx") dated on or about the date that is two business days prior to the date the Proxy Statement-Prospectus is first mailed to stockholders of the Company to the effect that (i) the Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) of the Code, and (ii) the description of the federal income tax consequences of the Merger contained in the Registration Statement and the Proxy Statement-Prospectus, insofar as it relates to matters of federal income tax law, is a fair and accurate summary of such matters, which opinion shall not have been withdrawn or modified in any material respect. In rendering such opinion, Xxxxxxx Xxxxxx may require and rely upon representations contained in certificates of officers of Parent, Sub and the Company, certain stockholders and others dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect; provided, however, that, at the option of the Company, the condition set forth in this Section 8.2(c) shall be deemed to be satisfied if Xxxxxxx Xxxxxx is unable to render such opinion solely by reason of Parent or Sub refusing or failing to provide Xxxxxxx Xxxxxx with requested representations unless such representations are untrue. The specific provisions of each such certificate and representation shall be in form and substance satisfactory to Xxxxxxx Xxxxxx.
Tax Opinion of Counsel. CHP, CHPAC and the Stockholders shall have received an opinion dated as of the Closing Date from Gxxxxxxxx Traurig, LLP, counsel to CHP and CHPAC, addressed and in form satisfactory to the Special Committee on behalf of CHP, in its sole discretion, CHPAC and the Stockholders to the effect that (i) the Merger will qualify as a reorganization under Section 368(a) of the Code, and (ii) no filing is required under the Hxxx-Xxxxx-Xxxxxx Act with respect to any of the transactions contemplated hereunder;
Tax Opinion of Counsel. Stockholders shall have received an opinion of counsel to the Stockholders that the Split-off is tax-free to the Company and Stockholders.
Tax Opinion of Counsel. The Company shall have received an opinion dated as of the Closing Date from Xxxxxx Xxxxx (or other nationally recognized tax counsel acceptable to the Company Board) (“Tax Opinion Counsel”) in form attached hereto as Exhibit L, on the basis of certain facts, representations and assumptions set forth in such opinion, as well as the Company Tax Certificate and Parent Tax Certificate, to the effect that the Merger will be for federal income tax purposes a reorganization qualifying under the provisions of Section 368(a) of the Code and that each of Parent, Merger Sub and the Company will be a party to the reorganization within the meaning of Section 368(b) of the Code.
Tax Opinion of Counsel. The Company and the Company Shareholders shall have received an opinion of Xxxxxxxx Xxxxxx LLP dated the Closing Date, to the effect that the Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a) of the Code and which opines on the tax consequences to the Shareholders. In rendering such opinion, Xxxxxxxx Xxxxxx LLP may reasonably require and rely upon factual representations contained in certificates of officers of Parent, of the Company, and of certain Company Shareholders and others dated on or before the date of such opinion. Notwithstanding the foregoing, the failure of the Company, any Company Shareholders or others to deliver any certificate requested by such counsel, or the failure of any Company Shareholder required to do so to enter into any gain recognition agreement contemplated by Section 367 of the Code and the regulations issued thereunder, shall constitute a waiver by the Company of the conditions set forth in this Section 7.4.
