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

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (C1 Financial, Inc.), Agreement and Plan of Merger (Bank of the Ozarks Inc)

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Tax Opinions Relating to the Merger. Buyer and Company, respectively, shall have received opinions from Xxxxx Xxxx Xxx Xxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx Xxxxxxx XxXxxxxxx LLP, respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company and Buyer Buyer, to the effect that, on the basis of the facts, representations and assumptions set forth in such opinionopinions, 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 each of Xxx Xxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx Xxxxxxx XxXxxxxxx 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Peoples Federal Bancshares, Inc.), Agreement and Plan of Merger (Independent Bank Corp)

Tax Opinions Relating to the Merger. Buyer Company and CompanyBuyer, respectively, shall have received opinions from Xxxxx Xxxx LLP and Xxxxx Xxxx & Xxxxxxxx Xxxxxxx 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 Xxxxxxx 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.

Appears in 1 contract

Samples: Settlement Agreement (Independent Bank Corp)

Tax Opinions Relating to the Merger. Buyer and Company, respectively, Company shall have received opinions from Xxxxx Xxxx Xxx Xxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLPXxxxxx, P.C., respectively, each dated as of the Closing Date, both in substance and form reasonably satisfactory to Company and Buyer Buyer, respectively, to the effect that, on the basis of the facts, representations representations, and assumptions set forth in such opinionopinions, 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 each of Xxx Xxxxxx LLP and Xxxxx Xxxx & Xxxxxxxx LLP Xxxxxx, P.C. 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independent Bank Corp)

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Tax Opinions Relating to the Merger. Buyer and Company, respectively, shall have received opinions from Xxxxx Xxxx LLP and Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx Xxxxxx 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 Xxxxxx Xxxxxxx Xxxxx Xxxx & Xxxxxxxx Xxxxxx 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bank of the Carolinas CORP)

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