Company Tax Opinion. The Company shall have received the opinion specified in Section 7.3(c).
Company Tax Opinion. The Company shall have received the Company Tax Opinion, dated as of the Closing Date, addressed to the Company.
Company Tax Opinion. The Company shall have received the opinion of Xxxx Xxxxxxxx LLP, or such other reputable Tax counsel as is reasonably satisfactory to the Company and Parent, dated as of the Closing Date, to the effect that the Merger will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 8.3(c), the Tax counsel rendering such opinion shall have received the certificates and may rely upon the representations referred to in Section 7.12(b).
Company Tax Opinion. The Company shall have received an opinion of Latham & Watkins LLP in form and substance reasonably satisfactory to xxx Xxmpaxx, xx the basis of certain facts, representations and assumptions set forth in such opinion, dated as of the Closing Date, to the effect that (i) the Merger will be treated for federal income tax purposes as a "reorganization" under Section 368(a) of the Code, and (ii) that each of the Company, Parent and Merger Sub will be a "party to the reorganization" within the meaning of Section 368(a) of the Code. In rendering such opinion, such advisor shall be entitled to rely upon customary representations of officers of the Company, Parent and Merger Sub described in Section 6.1(c). The condition set forth in this Section 7.3(c) shall not be waivable after receipt of the Company Stockholder Approval unless further Company Stockholder Approval is obtained with appropriate disclosure.
Company Tax Opinion. In the event that any cash consideration is paid to any Stockholder in connection with the Merger, the Company shall have received a written opinion of Xxxxxx LLP in form and substance reasonably satisfactory to the Company, on the basis of certain facts, representations and assumptions set forth in such opinion, to the effect that the Merger will qualify as a reorganization pursuant to Section 368(a)(1) of the Code. The issuance of such tax opinion will be conditioned upon the receipt by Xxxxxx LLP of representation letters from each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, and such letters shall be dated on or before the date of such tax opinion and shall not have been withdrawn or modified in any material respect as of the Effective Date.
Company Tax Opinion. The Company shall have received the written opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”), on the basis of certain facts, representations, covenants and assumptions set forth in such opinion, dated the Closing Date, to the effect that (i) for U.S. federal income tax purposes the Integrated Mergers will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the Bank Spin-Off will be tax-free to the Company’s shareholders under Section 355(a) of the Code. To the extent reasonably necessary to enable Skadden to render the opinion described in this Section 7.02(d), the Company may seek a ruling from the IRS on one or more “significant issues” (within the meaning of Rev. Proc. 0000-0, X.X.X. 2014-1) presented in the Integrated Mergers and/or the Bank Spin-Off. In rendering the opinion described in this Section 7.02(d), Skadden may require and rely upon (and may incorporate by reference) reasonable and customary facts, representations, covenants and assumptions, including those contained in certificates of officers of the Company, Parent, Merger Sub I and Merger Sub II.
Company Tax Opinion. The Company shall have received the opinion of Xxxxxx Godward LLP dated the date of the Effective Time, to the effect that, for federal income tax purposes, the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxx Godward LLP shall receive and rely upon representations contained in letters of Parent and the Company to be delivered as of the Effective Time substantially in the form attached hereto as Exhibit B and Exhibit C, respectively. The opinion referred to in this Section 7.3(c) shall not be waivable after receipt of the Company Stockholder Approval referred to in Section 7.1(b), unless further stockholder approval is obtained with appropriate disclosure.
Company Tax Opinion. The Company shall have received the opinion of Xxxxxxxx & Xxxxx LLP, dated as of the Closing Date, 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 such opinion, Xxxxxxxx & Xxxxx LLP shall receive and rely upon representations contained in letters of Parent (together with Merger Sub) and the Company to be delivered as of the Closing Date substantially in the form attached hereto as Exhibits 7.1(g) and 7.1(h), respectively. The opinion referred to in this Section 7.1(h) shall not be waivable after receipt of the Company Stockholder Approval or the Parent Stockholder Approval referred to in Section 7.1(b), unless further stockholder approval is obtained with appropriate disclosure.
Company Tax Opinion. The Company shall have received a written opinion from Company Counsel (or if Company Counsel is unable or otherwise unwilling to issue such an opinion, from another nationally recognized law firm reasonably acceptable to the Company), in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions, set forth or referred to in such opinion, for U.S. federal income Tax purposes the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Company Tax Opinion. The Company shall have received an opinion of Xxxxxxx, Carton & Xxxxxxx ("Xxxxxxx Xxxxxx") 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, which opinion shall not have been withdrawn or modified in any material respect. For purposes of rendering its opinion, Xxxxxxx Xxxxxx may rely on the statements and representations in this Agreement and the tax certificates delivered pursuant to Sections 7.13 and 7.14 it being agreed that the issuance of such opinion shall be expressly conditioned upon the receipt of such certificates (which certificates shall be dated the date of such opinion and shall not have been withdrawn or modified).
