TAX RULING OR OPINION. A tax ruling from the IRS or an opinion of counsel to the effect that the Spin-Off will be free of federal income taxes payable by the Company.
TAX RULING OR OPINION. Receipt by the parties of a ruling issued --------------------- by the Internal Revenue Service or, in lieu thereof, the opinion of Deloitte & Touche, LLP to the effect that:
TAX RULING OR OPINION. Receipt by the parties of the opinion of Xxxxx-Xxxxx, LLP to the effect that:
TAX RULING OR OPINION. Receipt by the parties of a ruling issued by the Internal Revenue Service or, in lieu thereof, the opinion of Vavrinek, Trine, Day & Co., L.L.P., to the effect that:
TAX RULING OR OPINION. 37 (o) Dissenters' Shares . . . . . . . . . . . . . 38 5.2. Conditions Precedent to the Obligations of Xxxxxx . . . . . . . . . . . . . . . . . . . . . . 38 (a)
TAX RULING OR OPINION. BT Financial shall have received a Private Letter Ruling from the Service or an opinion of Xxxxxxxxxxx & Xxxxxxxx LLP, counsel to BT Financial, in form and substance reasonably satisfactory to BT Financial, dated as of the Closing Date, substantially to the effect that, on the basis of 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 of the Code and that accordingly:
TAX RULING OR OPINION. Xxxxxx shall have received a Private Letter Ruling from the Service or an opinion of Xxxxxxxxxxx & Xxxxxxxx LLP, counsel to BT Financial, in form and substance reasonably satisfactory to Xxxxxx, dated as of the Closing Date, substantially to the effect that, on the basis of 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 of the Code and that accordingly:
TAX RULING OR OPINION. There shall have been obtained a ruling or rulings of the Internal Revenue Service, or an opinion of tax counsel, in form and substance satisfactory to the Board of Directors of Central Maine and its counsel, with respect to certain tax consequences of the Merger and related matters.
TAX RULING OR OPINION. Eurobancshares shall have received either (i) a ruling from the Puerto Rico Treasury Department or (ii) the opinion of Xxxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, dated the Effective Date, to the effect that the Merger will be treated for Puerto Rican income tax purposes as a reorganization within the meaning of Section 1112(g)(1) of the Puerto Rico Code, and that each of Eurobancshares, Eurobank and Financiero will be a party to that reorganization within the meaning of Section 1112(g)(3) of the Puerto Rico Code.
TAX RULING OR OPINION. Xxxxxx shall have received at the Closing, a ruling from the Internal Revenue Service or an opinion of KPMG Peat Marwick, L.L.P., that the transactions contemplated by this Agreement, the Merger Agreement, the First Harrisburg Plan of Liquidation and the First Federal Merger will not be taxable transactions to the Parties, will qualify for treatment under Section 338 of the Internal Revenue Code of 1986, as amended, and will not have adverse tax consequences or result in adverse tax attributes to the Parties. Such ruling or opinion shall be in a form and of content reasonably satisfactory to Xxxxxx.
