Common use of Parent Tax Opinion Clause in Contracts

Parent Tax Opinion. Parent shall have received the opinion of Xxxxxx & Xxxxxxx 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, Xxxxxx & Xxxxxxx 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 forms attached hereto as Exhibits 7.1(g) and 7.1(h), respectively. The opinion referred to in this Section 7.1(g) 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.

Parent Tax Opinion. Parent shall have received the opinion of Xxxxxx & Xxxxxxx LLPXxxxxxx, dated as of the Closing DateEffective Time, to the effect that on the basis of the facts, representations and assumptions set forth in such opinion, the Merger Transaction 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, Xxxxxx & Xxxxxxx 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 Effective Time substantially in the forms attached hereto as Exhibits 7.1(g7.2(c)(i) and 7.1(h7.2(c)(ii), respectively. The opinion referred to in this Section 7.1(g7.2(c) 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.

Parent Tax Opinion. Parent shall have received the opinion of Xxxxxx & Xxxxxxx LLP, dated as the date of the Closing DateEffective Time, to the effect that on the basis of the factsthat, representations and assumptions set forth in such opinionfor federal income tax purposes, the Merger will be treated for federal income Tax purposes qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx 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 Effective Time substantially in the forms attached hereto as Exhibits 7.1(g) Exhibit B and 7.1(h)Exhibit C, respectively. The opinion referred to in this Section 7.1(g7.2(f) 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.