Company Opinion definition

Company Opinion has the meaning set forth in Section 4.2 hereof.
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Company Opinion means a tax opinion letter from Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Company (“Xxxxxx Xxxx”), or another nationally recognized law firm reasonably satisfactory to the Company (Xxxxxx Xxxx or such other nationally recognized law firm, as applicable, “Company Opinion Counsel”), addressed to the Company, dated the Closing Date, that sets forth Company Opinion Counsel’s opinion that (i) the Merger will qualify, as of the Closing, as a reorganization within the meaning of Section 368(a)(1)(B) of the Code and (ii) each of the Company and Parent will be, as of the Closing, a “party to the reorganization” within the meaning of Section 368(b) of the Code.
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Examples of Company Opinion in a sentence

  • If to the Company: Opinion Research Corporation 00 Xxxxxxx Xxxx Xxxxxxxx, New Jersey 08558 Attention: Chief Executive Officer Fax # (000) 000-0000 If to the Executive: Xxxxx X.

  • Within sixty (60) days following delivery by the Borrower to any Investor of an Operating Company Opinion, the Borrower shall deliver a copy of such Operating Company Opinion to the Administrative Agent.

  • SCHEDULE III-A Form of Opinion of Nevada Counsel for the Company Opinion of counsel for the Company to be delivered pursuant to Section 5(c) of the Underwriting Agreement.

  • The Company Opinion is being delivered to Company concurrently herewith in the form provided to us, and the Company Opinion has not been and will not be modified or withdrawn.

  • If to the Company: Opinion Research Corporation 00 Xxxxxxx Xxxx Xxxxxxxx, New Jersey 08558 Attention: Chief Executive Officer Fax # (000) 000-0000 If to the Executive: Xxxxxxx X.

  • Every notice or other communication required or ------- contemplated by this Agreement to be given by a party shall be delivered either by (a) personal delivery, (b) courier mail, or (c) facsimile addressed to the party for whom intended at the following address: To the Company: Opinion Research Corporation X.X. Xxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Xxxx X.

  • Facsimile No. (000) 000-0000 If to the Company: Opinion Research Corporation 600 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000-0000 Attention: Chairman of the Board Facsimile No.: (000) 000-0000 with a copy to: Wolf, Block, Sxxxxx and Sxxxx-Xxxxx LLP 1000 Xxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Dxxxx Xxxxxx, Esq.

  • An Operating Company Opinion from Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, in a form reasonably acceptable to Administrative Agent.

  • Upon the request of the Company, pursuant to a Company Opinion of Counsel and an Officer's Certificate certifying that all conditions precedent to such release hereunder and under the Security Documents and the Intercreditor Agreement if then in effect have been met, the Trustee shall (or shall cause the Collateral Agent to) release such Collateral.

  • Every notice or other communication required or contemplated by this Agreement to be given by a party shall be delivered either by (a) personal delivery, (b) courier mail, or (c) facsimile addressed to the party for whom intended at the following address: To the Company: Opinion Research Corporation 000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Xxxx X.

Related to Company Opinion

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • Debt-For-Tax Opinion means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating that the Notes specified therein will be debt for United States federal income tax purposes.

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.

  • Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Company Option Plans means the following stock option plans of the Company: (a) the Amended and Restated 1989 Stock Plan, (b) the Amended and Restated 1996 Stock Incentive Plan and (c) the 2002 Nonqualified Stock Incentive Plan.

  • Consideration Spreadsheet has the meaning set forth in Section 2.16(a).

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).