Common use of Tax Opinions Relating to the Merger Clause in Contracts

Tax Opinions Relating to the Merger. CBAN and LBC, respectively, shall have received opinions from Xxxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CBAN and LBC, 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 federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CBAN and LBC, in form and substance reasonably acceptable to such counsel.

Appears in 1 contract

Samples: Merger Agreement (Colony Bankcorp Inc)

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Tax Opinions Relating to the Merger. CBAN BFC and LBCHTB, respectively, shall have received opinions from Xxxxxx Axxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-LLPRxxxxxxx Xxxxxxx Van Deuren, S.C., respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CBAN BFC and LBCHTB, 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 federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx Axxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-LLP Rxxxxxxx Xxxxxxx Van Deuren, S.C. may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CBAN BFC and LBCHTB, in form and substance reasonably acceptable to such counsel.

Appears in 1 contract

Samples: Merger Agreement (Bank First Corp)

Tax Opinions Relating to the Merger. CBAN FBMS and LBCFPB, respectively, shall have received opinions from Xxxxxx Axxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-Silver, Fxxxxxxx Txxx & Txxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CBAN FBMS and LBCFPB, 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 federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx Axxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-Silver, Fxxxxxxx Txxx & Txxxxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CBAN FBMS and LBCFPB, in form and substance reasonably acceptable to such counsel.

Appears in 1 contract

Samples: Merger Agreement (First Bancshares Inc /MS/)

Tax Opinions Relating to the Merger. CBAN and LBCSCSG, respectively, shall have received opinions from Xxxxxxxx, Xxx, Xxxxxxxx & Ford, LLP and Xxxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CBAN and LBCSCSG, 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 federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxxxx, Xxx, Xxxxxxxx & Ford, LLP and Xxxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CBAN and LBCSCSG, in form and substance reasonably acceptable to such counsel.

Appears in 1 contract

Samples: Merger Agreement (Colony Bankcorp Inc)

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Tax Opinions Relating to the Merger. CBAN FBMS and LBCSSNF, respectively, shall have received opinions from Xxxxxx Axxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-Silver, Fxxxxxxx Taff & Txxxxxx LLP, respectively, each dated as of the Closing Date, in substance and form reasonably satisfactory to CBAN FBMS and LBCSSNF, 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 federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering their opinions, Xxxxxx Axxxxx & Bird LLP and Xxxxx-Xxxxx-Xxxxxxx-Xxxxxxx-Silver, Fxxxxxxx Txxx & Txxxxxx LLP may require and rely upon representations as to certain factual matters contained in certificates of officers of each of CBAN FBMS and LBCSSNF, in form and substance reasonably acceptable to such counsel.

Appears in 1 contract

Samples: Merger Agreement (First Bancshares Inc /MS/)

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