Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Anworth Mortgage Asset Corp), Agreement and Plan of Merger (Anworth Mortgage Asset Corp), Agreement and Plan of Merger (Ready Capital Corp)

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Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, Xxxxxx Xxxxxxx Xxxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Ellington Financial Inc.), Agreement and Plan of Merger (Arlington Asset Investment Corp.)

Section 368 Opinion. The Company shall have received a the written opinion of Gxxxxxxxx TraurigSkadden, Arps, Slate, Meagher, & Xxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date date which includes the Parent Merger Effective Time and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Parent Merger will qualify as a “reorganization” reorganization within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e)such opinion, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory Parent LP, the Company, Company LP and Merger Sub provided counsel to Parent described in form and substance to the Company and ParentSection 7.2(e).

Appears in 2 contracts

Samples: Voting Agreement (Parkway Properties Inc), Voting Agreement (Thomas Properties Group Inc)

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e7.3(f), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Owens Realty Mortgage, Inc.)

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, Xxxxx Xxxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ellington Financial Inc.)

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Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, LLP Xxxxxx & Xxxxxx L.L.P. (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e7.3(f), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ready Capital Corp)

Section 368 Opinion. The Company shall have received a written opinion of Gxxxxxxxx Traurig, Mxxxx Xxxxx LLP (or other counsel to the Company reasonably satisfactory to Parent), dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, on the basis of the facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering the opinion described in this Section 7.3(e), counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of the Company and Parent, reasonably satisfactory in form and substance to the Company and Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Ajax Corp.)

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