Tax Opinions Relating to the Merger. CenterState and Charter, respectively, shall have received opinions from Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP and Xxxxxx & Bird LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CenterState and Charter, respectively, to the effect that, based on the terms of this Agreement and on the basis of the facts, representations and assumptions set forth in such opinions, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP and Xxxxxx & Bird LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CenterState and Charter, in form and substance reasonably acceptable to such counsel.
Tax Opinions Relating to the Merger. Buyer and Company, respectively, shall have received opinions from Xxxxx Xxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to Company and Buyer to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxx Xxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of Company and Buyer, in form and substance reasonably acceptable to such counsel.
Tax Opinions Relating to the Merger. CenterState and HCBF, respectively, shall have received opinions from Axxxxx & Bird LLP and Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CenterState and HCBF, respectively, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Axxxxx & Bird LLP and Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CenterState and HCBF, in form and substance reasonably acceptable to such counsel.
Tax Opinions Relating to the Merger. Company and Buyer, respectively, shall have received opinions from Xxxxxx, Hall & Xxxxxxx LLP and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to Company and Buyer to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger and Bank Merger, considered together as a single integrated transaction, will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx, Hall & Xxxxxxx LLP and Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP may require and rely upon representations contained in certificates of officers of each of Company and Buyer.
Tax Opinions Relating to the Merger. Buyer and Company, respectively, shall have received opinions from Xxxxx Peabody LLP and Xxxxxxx Xxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to Buyer and Company to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxx Peabody LLP and Xxxxxxx Xxxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of Company and Buyer, in form and substance reasonably acceptable to such firm, substantially in the form set forth in Company Disclosure Schedule 6.01(e) and Buyer Disclosure Schedule 6.01(e).
Tax Opinions Relating to the Merger. CenterState and Sunshine, respectively, shall have received opinions from Hacker, Johnson, Xxxxx PA and Xxxx Xxxxxx, PC, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CenterState and Sunshine, respectively, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Hacker, Johnson, Xxxxx PA and Xxxx Xxxxxx, PC may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CenterState and Sunshine, in form and substance reasonably acceptable to such counsel.
Tax Opinions Relating to the Merger. FBMS and SWGB, respectively, shall have received written opinions from Axxxxx & Bird LLP and Txxxxxxx Sxxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to FBMS and SWGB, respectively, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinions, the Merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Axxxxx & Bird LLP and Txxxxxxx Sxxxxxx LLP may require and rely upon customary representations contained in certificates of officers of each of FBMS and SWGB or any Subsidiary thereof, in form and substance reasonably acceptable to such counsel.
Tax Opinions Relating to the Merger. Parent and Company, respectively, shall have received opinions from Holland & Knight LLP and Hunton Xxxxxxx Xxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to Company and Parent, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for federal income Tax purposes as 368 Reorganization and that each of Parent and Company will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering their opinions, Holland & Knight LLP and Hunton Xxxxxxx Xxxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of Company and Parent, in form and substance reasonably acceptable to such counsel.
Tax Opinions Relating to the Merger. CenterState and NCC, respectively, shall have received opinions from Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP and Xxxxxxx, Xxxxxx & Xxxx, P.C., respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CenterState and NCC, respectively, to the effect that, based on the terms of this Agreement and on the basis of the facts, representations and assumptions set forth in such opinions, the Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx Xxxxxxx Xxxxx & Scarborough LLP and Xxxxxxx, Xxxxxx & Xxxx, P.C. may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CenterState and NCC, in form and substance reasonably acceptable to such counsel.
Tax Opinions Relating to the Merger. Enterprise and First Choice, respectively, shall have received opinions from Holland & Knight LLP and Xxxxx Xxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to First Choice and Enterprise, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger will be treated for United States federal income Tax purposes as a 368 Reorganization and that each of Enterprise and First Choice will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering their opinions, Holland & Knight LLP and Xxxxx Xxxxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of First Choice and Enterprise, in form and substance reasonably acceptable to such counsel.
