Common use of Section 368 Opinion Clause in Contracts

Section 368 Opinion. (i) Polaris shall have received the written opinion of Skadden, Arps, Slate, Meagher, & Fxxx LLP (or other counsel to Polaris reasonably satisfactory to Sirius and Constellation, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Vxxxxx & Exxxxx L.L.P. and Hxxxx Lovells US LLP for purposes of this Section 7.02(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the Redomestication Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (ii) Sirius shall have received the written opinion of Vxxxxx & Exxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Skadden, Arps, Slate, Meagher, & Fxxx LLP and Hxxxx Lovells US LLP for the purposes of this Section 7.02(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. In rendering such opinions, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of Sirius, Polaris and Constellation, reasonably satisfactory in form and substance to Sirius, Polaris and Constellation.

Section 368 Opinion. (i) Constellation shall have received the written opinion of Hxxxx Lovells US LLP (or other counsel to Constellation reasonably satisfactory to Polaris and Sirius, which the parties agree shall include Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, Wxxxxxx Xxxx & Gxxxxxxxx LLP and Vxxxxx & Exxxxx L.L.P. for purposes of this Section 7.04(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Constellation, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; (ii) Polaris shall have received the written opinion of Skadden, Arps, Slate, Meagher, & Fxxx LLP (or other counsel to Polaris reasonably satisfactory to Sirius and Constellation, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Vxxxxx & Exxxxx L.L.P. and Hxxxx Lovells US LLP for purposes of this Section 7.02(h7.04(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the Redomestication Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, ; and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (iiiii) Sirius shall have received the written opinion of Vxxxxx & Exxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Skadden, Arps, Slate, Meagher, & Fxxx LLP and Hxxxx Lovells US LLP for the purposes of this Section 7.02(h7.04(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, Sirius to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. In rendering such opinions, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of Sirius, Polaris and Constellation, reasonably satisfactory in form and substance to Sirius, Polaris and Constellation.

Section 368 Opinion. (i) Sirius shall have received the written opinion of Vxxxxx & Exxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris and Constellation, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP and Hxxxx Lovells US LLP for purposes of this Section 7.03(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time in form and substance reasonably satisfactory to Sirius, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (ii) Polaris shall have received the written opinion of Skadden, Arps, Slate, Meagher, & Fxxx LLP (or other counsel to Polaris reasonably satisfactory to Sirius and Constellation, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Vxxxxx & Exxxxx L.L.P. and Hxxxx Lovells US LLP for purposes of this Section 7.02(h7.03(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the Redomestication Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (ii) Sirius shall have received the written opinion of Vxxxxx & Exxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Skadden, Arps, Slate, Meagher, & Fxxx LLP and Hxxxx Lovells US LLP for the purposes of this Section 7.02(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. In rendering such opinions, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of Sirius, Polaris and Constellation, reasonably satisfactory in form and substance to Sirius, Polaris and Constellation.

Section 368 Opinion. (i) Polaris shall have received the written opinion of Skadden, Arps, Slate, Meagher, & Fxxx Xxxx LLP (or other counsel to Polaris reasonably satisfactory to Sirius and Constellation, which the parties agree shall include Wxxxxxx Xxxxxxx Xxxx & Gxxxxxxxx Xxxxxxxxx LLP, Vxxxxx Xxxxxx & Exxxxx Xxxxxx L.L.P. and Hxxxx Xxxxx Lovells US LLP for purposes of this Section 7.02(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the Redomestication Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (ii) Sirius shall have received the written opinion of Vxxxxx Xxxxxx & Exxxxx Xxxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris, which the parties agree shall include Wxxxxxx Xxxxxxx Xxxx & Gxxxxxxxx Xxxxxxxxx LLP, Skadden, Arps, Slate, Meagher, & Fxxx Xxxx LLP and Hxxxx Xxxxx Lovells US LLP for the purposes of this Section 7.02(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. In rendering such opinions, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of Sirius, Polaris and Constellation, reasonably satisfactory in form and substance to Sirius, Polaris and Constellation.

Section 368 Opinion. (i) Constellation shall have received the written opinion of Xxxxx Lovells US LLP (or other counsel to Constellation reasonably satisfactory to Polaris and Sirius, which the parties agree shall include Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxxxxx Xxxx & Xxxxxxxxx LLP and Xxxxxx & Xxxxxx L.L.P. for purposes of this Section 7.04(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Constellation, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; (ii) Polaris shall have received the written opinion of Skadden, Arps, Slate, Meagher, & Fxxx Xxxx LLP (or other counsel to Polaris reasonably satisfactory to Sirius and Constellation, which the parties agree shall include Wxxxxxx Xxxxxxx Xxxx & Gxxxxxxxx Xxxxxxxxx LLP, Vxxxxx Xxxxxx & Exxxxx Xxxxxx L.L.P. and Hxxxx Xxxxx Lovells US LLP for purposes of this Section 7.02(h7.04(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the Redomestication Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, ; and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (iiiii) Sirius shall have received the written opinion of Vxxxxx Xxxxxx & Exxxxx Xxxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris, which the parties agree shall include Wxxxxxx Xxxxxxx Xxxx & Gxxxxxxxx Xxxxxxxxx LLP, Skadden, Arps, Slate, Meagher, & Fxxx Xxxx LLP and Hxxxx Xxxxx Lovells US LLP for the purposes of this Section 7.02(h7.04(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, Sirius to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. In rendering such opinions, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of Sirius, Polaris and Constellation, reasonably satisfactory in form and substance to Sirius, Polaris and Constellation.

Section 368 Opinion. (i) Sirius shall have received the written opinion of Xxxxxx & Xxxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris and Constellation, which the parties agree shall include Xxxxxxx Xxxx & Xxxxxxxxx LLP, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Xxxxx Lovells US LLP for purposes of this Section 7.03(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time in form and substance reasonably satisfactory to Sirius, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (ii) Polaris shall have received the written opinion of Skadden, Arps, Slate, Meagher, & Fxxx Xxxx LLP (or other counsel to Polaris reasonably satisfactory to Sirius and Constellation, which the parties agree shall include Wxxxxxx Xxxxxxx Xxxx & Gxxxxxxxx Xxxxxxxxx LLP, Vxxxxx Xxxxxx & Exxxxx Xxxxxx L.L.P. and Hxxxx Xxxxx Lovells US LLP for purposes of this Section 7.02(h7.03(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Polaris, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (x) the Redomestication Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and (y) each Public Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and (ii) Sirius shall have received the written opinion of Vxxxxx & Exxxxx L.L.P. (or other counsel to Sirius reasonably satisfactory to Polaris, which the parties agree shall include Wxxxxxx Xxxx & Gxxxxxxxx LLP, Skadden, Arps, Slate, Meagher, & Fxxx LLP and Hxxxx Lovells US LLP for the purposes of this Section 7.02(h)), dated as of the date which includes the Sirius-Polaris Merger Effective Time and in form and substance reasonably satisfactory to Sirius, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the New Holdco Merger together with the LLC Conversion will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. In rendering such opinions, counsel shall be entitled to require and rely upon customary representations contained in certificates of officers of Sirius, Polaris and Constellation, reasonably satisfactory in form and substance to Sirius, Polaris and Constellation.