BACOU S Sample Clauses

BACOU S. A., a corporation organized under the laws of France. BANKBOSTON. BankBoston, N.A., a national banking association organized and existing under the laws of the United States of America, with its head office at 000 Xxxxxxx Xxxxxx in Boston, Massachusetts.

BACOU S s/ Philippe Bacou ---------------------------- By Philippe Bacou Chairman

BACOU S. A."), a French societe anonyme, organised and existing under the laws of the French Republic. This opinion is delivered to you pursuant to the agreement (the "Subsequent Agreement") to be entered into between Mevra, the First Beneficiary, the Second Beneficiary, the Third Beneficiary and Vandeputte International NV acting as guarantor of the obligations xx Xxxxx pursuant to which Mevra shall grant an option to the First Beneficiary, the Second Beneficiary and the Third Beneficiary to purchase the Shares. We have been provided with and have examined the following documents: (i) a copy of the by-laws of Alesia dated [___________] and an extract of the Luxemboxxx Register of Commerce and Companies dated [_______] concerning Alesia; (ii) a copy of the Minutes of the Board of Directors' Xxxxxxg of Alesia dated [___________]; (iii) a copy of the Minxxxx xf the Shareholders' Meeting of Alesia dated [___________]; (iv) a copy of the cerxxxxxx consolidated financial statements of Bacou S.A. for fiscal years 1998 [and 1999]; (v) an executed copy of the Agreement; (vi) a copy of the Subsequent Agreement; (vii) copies of such other documents as we have deemed appropriate for the purpose of our present opinion; (the documents referred to in (i) through (iv) and (vii) above hereinafter called the "Corporate Documents"). In rendering this opinion, we have assumed without any independent investigation or verification the genuineness of all signatures appearing on the documents submitted to us in connection with this opinion, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the original of such copies. [We have also assumed that the Subsequent Agreement will be executed in the form attached to this opinion by the authorised representatives of the parties thereto.] We have also assumed, without any independent investigation or verification, that: 1. Mevra (a) is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation, (b) has the full power and authority to enter into and perform its obligations under the Agreement, and (c) has taken all necessary action to authorise the execution of such Agreement and the performance of its obligations thereunder, and that the signatory of such Agreement acting on behalf of Mevra has the capacity and power to execute and deliver such Agreement on behalf of Mevra, and to tha...

BACOU S. X."), a French societe anonyme, organised and existing under the laws of the French Republic, (ii) a share purchase agreement (the "Second Agreement") dated _________, 2000, between Mevra and Mr. Gilbert Vandeputte pursuant to which Mr. Gilbert Vandeputte xxx xxxx xx Xxxxx 1,001 shares of Bacou SA anx (xxx) xx xxxxxxxxx (the "Third Agreement") to be entered into between Mevra, the First Beneficiary, the Second Beneficiary and the Third Beneficiary, and members of the Vandeputte family acting as guarantors of the obligations of Mevra (xxx "Xxxxantors"), pursuant to which Mevra shall grant an option to the First Beneficiary, the Second Beneficiary and the Third Beneficiary to purchase the 470,953 shares of Bacou SA (the "Shares"). We have been provided with and have examined the following documents: (i) a copy of the by-laws of Mevra dated [___________] and of the registration certificate of Mevra dated [_______]; (ii) a copy of the Minutes of the Board of Directors' Meeting of Mevra dated [___________]; (iii) a copy of the Minutes of the Shareholders' Meeting of Mevra dated [___________]; (iv) a copy of the certified consolidated financial statements of Bacou S.A. for the fiscal years 1998 [and 1999]; (v) an executed copy of the First Agreement; (vi) an executed copy of the Second Agreement; (vii) a copy of the Third Agreement;