Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex II;
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company and the Selling Stockholder, shall have furnished to you their written opinions and negative assurance letter, each dated such Time of Delivery, substantially in the forms attached as Annexes I.A, I.B and I.C hereto;
Wachtell, Lipton. Xxxxx & Xxxx, outside counsel for the Company, shall have furnished to you their written opinion, to the effect set forth in Exhibit A, dated such Time of Delivery, in form and substance satisfactory to you;
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company, shall have furnished to you its written opinion and negative assurance letters, in substantially the forms agreed with counsel for the Representatives on the date hereof, dated such Time of Delivery;
Wachtell, Lipton. Rxxxx & Kxxx, counsel for the Company, shall have furnished to you their written opinion (a form of such opinion is attached as Annex II(a) hereto), dated such Time of Delivery;
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to you.
Wachtell, Lipton. Xxxxx & Xxxx shall have furnished to the Representatives, at the request of the Company, an opinion or opinions, satisfactory to the Representatives, substantially in the form of Annex A hereto.
Wachtell, Lipton. Rosex & Xatz, xxunsel for the Company, shall have furnished to you their written opinion, dated the Time of Delivery, in form and substance reasonably satisfactory to you, to the effect that:
Wachtell, Lipton. Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Esq. Telecopy: (000) 000-0000
Wachtell, Lipton. Rosex & Xatz xxxnsel to Company, shall have delivered to Company and National City their opinion, dated the day of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly: (i) no gain or loss will be recognized by National City or Company as a result of the Merger; (ii) no gain or loss will be recognized by the shareholders of Company who exchange their shares of the Company Common Stock solely for shares of National City Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in National City Common Stock); (iii) the tax basis of the shares of National City Common Stock received by shareholders who exchange all of their shares of Company Common Stock solely for shares of National City Common Stock in the Merger will be the same as the tax basis of the shares of Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for 38 39 which cash is received); and (iv) the holding period of the shares of National City Common Stock received in the Merger will include the period during which the shares of Company Common Stock surrendered in exchange therefor were held, provided such shares of Company Common Stock were held as capital assets at the Effective Time. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Company, National City, and others.
