Common use of Tax Opinions Clause in Contracts

Tax Opinions. Parent and the Company shall have received written opinions of, respectively, Shaw Xxxtxxx xxx Venture Law Group, in form and substance reasonably satisfactory to them to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the Company shall have received written opinions of, respectively, Shaw Xxxtxxx xxx Venture Law GroupSimpson Thacher & Bartlett and Mayer, Brown & Platt, in form and substance reasonably satisfactory to them to the effect suxxxxxxx xxxxxxxbly xxxxxxactorx xx thxx xx thx xxxect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(ESection 368(a) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the The Company shall have received written an opinion of its tax counsel and Parent shall have received an opinion of its tax counsel, each dated as of the Closing Date, substantially to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The issuance of such opinions ofshall be conditioned upon the receipt by such tax counsel of customary representation letters from each of the Company, respectivelyParent and Merger Sub, Shaw Xxxtxxx xxx Venture Law Groupin each case, in form and substance reasonably satisfactory to them to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Companycounsel. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the Company shall have received written opinions of, respectively, Shaw Xxxtxxx xxx Venture Law GroupXxxxxxx Xxxxxxx & Xxxxxxxx and Xxxxx, Xxxxx & Xxxxx, in form and substance reasonably satisfactory to them to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(ESection 368(a) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the Company shall have received written opinions of, respectively, Shaw Xxxtxxx xxx Venture Law GroupExxxxx Sxxxxxx Xxxxxx & Mxxxxxx, LLC and Fxxxx Hxxx LLP, in form and substance reasonably satisfactory to them to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(ESection 368(a) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the Company shall have received written ------------ opinions of, respectively, Shaw Xxxtxxx xxx Xxxx Xxxxxxx and Venture Law Group, in form and substance reasonably satisfactory to them to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.

Tax Opinions. Parent and the Company shall have received written opinions of, respectively, Shaw Xxxtxxx xxx Venture Law GroupXxxxxxx Xxxxxxx & Xxxxxxxx LLP and Mayer, in form and substance reasonably satisfactory to them Brown, Xxxx & Maw LLP, to the effect that the Merger will constitute a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(ESection 368(a) of the Code. The issuance of each of such opinions shall be conditioned on the receipt by such tax counsel of representation letters from each of Parent, Merger Sub and the Company. The specific provisions of each such representation letter shall be in form and substance reasonably satisfactory to such tax counsel, and each such representation letter shall be dated on or before the date of such opinion and shall not have been withdrawn or modified in any material respect.