Certifications and Opinion. EVI shall have furnished the Company with:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EVI approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EVI Common Stock pursuant hereto;
(ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of EVI Common Stock approving the Merger and the transactions contemplated hereby;
(iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P., counsel for EVI to the effect that:
(A) EVI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; EVI has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Agreement did not, and the consummation of the Merger will not, violate any provision of EVI's Restated Certificate of Incorporation or By-Laws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective;
(B) The Board of Directors of EVI has taken all action required under the DGCL, its Restated Certificate of Incorporation or its By-Laws to authorize the execution and delivery of this Agreement and the transactions contemplated hereby; the Board of Directors and the stockholders of EVI have taken all action required by the DGCL and EVI's Restated Certificate of Incorporation and By-Laws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of EVI enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; and
(C) Each of EVI's U.S. significant subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has corporate power to own its properties and assets and to carry on its business as presently ...
Certifications and Opinion. 39 (c) Representations and Warranties True . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (d) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (e) Pooling Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (f) Consents, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 (g) No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 (h)
Certifications and Opinion. Schlumberger shall have furnished Camco with:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of Schlumberger approving this Transaction Agreement and the transactions contemplated hereby; and
(ii) a favorable opinion, dated the Closing Date, in customary form and substance, of Xxxxx X. Xxxxxxxx, Esquire, General Counsel of Schlumberger, to the effect that:
(A) Schlumberger is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; and the execution and delivery of this Transaction Agreement did not, and the consummation of the transactions contemplated hereby will not, violate any provision of Schlumberger's Certificate of Incorporation or Bylaws;
(B) the Board of Directors of Schlumberger has taken all action required under its jurisdiction of incorporation, its Certificate of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Agreement and the transactions contemplated hereby; and this Transaction Agreement is a valid and binding agreement of Schlumberger enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief; and
(C) the Schlumberger Shares to be delivered to the holders of Camco Common Stock pursuant to Article II of the Merger Agreement are duly authorized and when issued and delivered as contemplated by the Merger Agreement will be legally and validly issued and fully paid and nonassessable and no stockholders of Schlumberger shall have any preemptive rights with respect thereto either pursuant to the organizational documents of Schlumberger or under applicable law of the jurisdiction of Schlumberger's organization.
Certifications and Opinion. 36 (c) Representations and Warranties True . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (d) Affiliate Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (e) Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 (f) Pooling Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (g) Consents, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (h) No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (i) Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 (j) No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Certifications and Opinion. The Company shall have furnished Parent with:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of the Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby and directing the submission of the Merger to a vote of the stockholders of the Company;
(ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding Shares approving the Merger and the transactions contemplated hereby;
(iii) a favorable opinion dated the Closing Date, in customary form and substance, of Vinsxx & Xlkixx X.X.P., counsel for the Company, dated the Closing Date to the effect that:
Certifications and Opinion. Parent shall have furnished the Company with:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of Parent approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the Parent Shares pursuant hereto;
(ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the Parent Shares present or represented by proxy and entitled to vote at the Parent Stockholder Meeting, approving the Merger and the transactions contemplated hereby;
(iii) a favorable opinion, dated the Closing Date, in customary form and substance, of Fulbright & Jawoxxxx X.X.P., counsel for Parent to the effect that:
(A) Parent and the Sub are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware and have corporate power to own their properties and assets and to carry on their business as presently conducted and as described in the Proxy Statement. Sub has the requisite corporate power to merge with the Company as contemplated by this Agreement and Parent has the requisite corporate power to carry out its obligations under this
Certifications and Opinion. EarthLink shall have furnished the Company with a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of EarthLink and the Combination Company approving this Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the shares of EarthLink Common Stock pursuant hereto;
Certifications and Opinion. 42 (c) Representations and Warranties True............................ 43 (d)
Certifications and Opinion. Camco shall have furnished Schlumberger with:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of Camco approving this Transaction Agreement and consummation of the transactions contemplated hereby; and
(ii) a favorable opinion, dated the Delivery Date, in customary form and substance, of Xxxxxx X. Xxxxxxx, Esquire, General Counsel of Camco, to the effect that:
(A) the execution and delivery of this Transaction Agreement did not violate any provision of Camco's Certificate of Incorporation or Bylaws; and
(B) the Board of Directors of Camco has taken all action required by the DGCL and its Certificate of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Agreement and the transactions contemplated hereby; and this Transaction Agreement is a valid and binding agreement of Camco enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief.
Certifications and Opinion. MAI shall have furnished CSI and Merger Sub with:
(i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors of MAI approving this Merger Agreement and consummation of the Merger and the transactions contemplated hereby;
(ii) a certified copy of an unanimous resolution or resolutions duly adopted by the holders of the outstanding shares of MAI Common Stock approving the Merger and the transactions contemplated hereby;
(iii) a favorable opinion satisfactory to CSI, dated the Closing Date, in customary form and substance, of Xxxxxxx & Xxxxxxx, PLLC, counsel to MAI, dated the Closing Date.
