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Closing Date Opinion of Counsels Sample Clauses

Closing Date Opinion of Counsels. On the Closing Date, the Representative shall have received: (i) the favorable opinion and written statement providing for certain “10b-5” negative assurances of Xxxxxx Xxxxxxx Xxxxxxx & Li LLC (“Company Counsel”), U.S. securities counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative; (ii) the favorable opinion of Xxxxx, Cayman Islands counsel to the Company (“Cayman Counsel”), dated the Closing Date, in form and substance reasonably satisfactory to the Representative; (iii) the favorable opinion of Ogier, British Virgin Islands counsel (“BVI Counsel”) to the Company and Pheton (BVI) Ltd. a company incorporated under the laws of the British Virgin Islands (“Pheton BVI”); (iv) the favorable opinion of Xxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company (“HK Counsel”) and to Pheton (HK) Limited, an entity organized and doing business in the Special Administrative Region of Hong Kong (collectively, the “HK Subsidiary”), in form and substance reasonably satisfactory to the Representative; (v) the favorable opinion of Xxxxxxxx & Gongcheng, PRC counsel to the Company (“PRC Counsel”) and to both Beijing Jinuruixi Medical Technology Co., Ltd. and Beijing Xxxxxxx Xxxxxx Technology Co., Ltd., (together, the “PRC Subsidiaries”) in form and substance reasonably satisfactory to the Representative. The Representative shall rely on the opinions of (i) the Company’s Cayman Counsel, filed as Exhibit [5.1] to the Registration Statement as to the due incorporation, validity of the Shares offered in the Offering and due authorization, execution and delivery of this or any other agreement relating to said offering and issuance, and (ii) (the Company’s PRC counsel Xxxxxxxx & Gongcheng, filed as Exhibit [23.3][99.5] to the Registration Statement and, may rely on any other opinion or certification provided by the Company in the Registration Statement or exhibits.
Sample 1See All (6)
Closing Date Opinion of Counsels. On the Closing Date, the Representative shall have received: (i) the favorable opinion and written statement providing for certain “10b-5” negative assurances of Xxxxxx Xxxxxxxxxx LLP (“Company Counsel”), U.S. securities counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, (ii) the favorable opinion of Xxxxxxx Xxxxx Xxxxxxx, Cayman Islands counsel to the Company (“Cayman Counsel”), dated the Closing Date, in form and substance reasonably satisfactory to the Representative, (iii) (iii) the favorable opinion of Xxxxxxx Xxxxx Xxxxxxx , British Virgin Islands counsel (“BVI Counsel”) to the Company and 17 Uno Limited, a company incorporated under the laws of the British Virgin Islands (“17 Uno BVI”); (iv) the favorable opinion of Xxxxxxxxx, Xxxx & Co., Hong Kong counsel to the Company (“HK Counsel”) and to each of: I Win Holding Limited, a wholly owned subsidiary of 17 Uno Limited (“I Win Holdings HK”), I Win Asset Management Limited (“I Win Asset Management”) and I Win Securities Limited (“I Win Securities”), each, entities organized and doing business in the Special Administrative Region of Hong Kong (collectively, the “HK Subsidiaries”), in form and substance reasonably satisfactory to the Representative; The Representative shall rely on the (i) opinions of the Company’s Cayman Counsel, filed as Exhibit 5.1 to the Registration Statement as to the due incorporation, validity of the Shares offered in the Offering and due authorization, execution and delivery of this or any other agreement relating to said offering and issuance, and (ii) the consent of Company’s PRC counsel Guangdong Xxxxxx Law Firm, filed as Exhibit 23.3 to the Registration Statement and, may rely on any other opinion or certification provided by the Company in the Registration Statement or exhibits.
Sample 1See All (4)
Closing Date Opinion of Counsels. On the Closing Date, the Representative shall have received: (i) the favorable opinion and written statement providing for certain “10b-5” negative assurances of Oxxxxx Rxxxxxxxxx LLP (“Company Counsel”), U.S. securities counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, and (ii) the favorable opinion of Cxxxxxx, Dxxx & Pxxxxxx, British Virgin Islands counsel to the Company and the Selling Stockholders (“BVI Counsel”), dated the Closing Date, in form and substance reasonably satisfactory to the Representative. The Representative shall rely on the (i) opinions of the Company’s Company Counsel, filed as Exhibit 5.1 to the Registration Statement as to the due incorporation, validity of the Firm Shares offered in the Offering and due authorization, execution and delivery of this or any other agreement relating to said offering and issuance.
Sample 1
Closing Date Opinion of Counsels. On the Closing Date, the Representatives shall have received (i) the favorable opinion of The Nxxxxx Law Firm, PLLC (the “Issuer’s Counsel”), counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representatives, both in form and substance satisfactory to the Representatives and BPLLC; and (ii) the favorable opinion of [ ] (the “PRC Counsel”), PRC counsel to the Company, dated the Closing Date and addressed to the Representatives, in form and substance satisfactory to the Representatives and BPLLC.
Sample 1
Closing Date Opinion of Counsels. On the Closing Date, the Representative shall have received: (i) the favorable opinion and written statement providing for certain “10b-5” negative assurances of Xxxxxxxxxx PLLC, U.S. securities counsel to the Company (“Company Counsel”), dated the Closing Date, in form and substance reasonably satisfactory to the Representative, (ii) the favorable opinion of Xxxxx, Cayman Islands counsel to the Company (“Cayman Counsel”), dated the Closing Date, in form and substance reasonably satisfactory to the Representative, (iii) the favorable opinion of Xxxxx Xxxx & Quek, Malaysian counsel (“Malaysian Counsel”) to the Company and Win-Xxxx Fibreglass Sdn. Bhd., a company incorporated under the laws of Malaysia, dated as of the Closing Date, in form and substance reasonable satisfactory to the Representative; The Representative shall rely on the (i) opinions of the Company’s Cayman Counsel, filed as Exhibit 5.1 to the Registration Statement as to the due incorporation, validity of the Shares offered in the Offering and due authorization, execution and delivery of this or any other agreement relating to said offering and issuance, and (ii) the opinion of Company’s Malaysian counsel, Xxxxx Xxxx & Quek, filed as Exhibit 99.1 to the Registration Statement and, may rely on any other opinion or certification provided by the Company in the Registration Statement or exhibits.
Sample 1

Related to Closing Date Opinion of Counsels

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion of Lucosky Bxxxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.

  • Option Closing Date Opinion of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinion of counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsel in its opinion delivered on the Closing Date.

  • Option Closing Date Opinions of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinions of each counsel listed in Sections 4.2.1 and 4.2.2, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsels in their respective opinions delivered on the Closing Date.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff Xxxxxxxx & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Opinion of Counsel The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Officers' Certificate and Opinion of Counsel Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an Officers' Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity, complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. ARTICLE NINE

Most Referenced Clauses

Most Referenced Definitions