Compliance and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this CVR Agreement, the Company shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the xxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 16 contracts
Samples: Assignment and Assumption Agreement (Cartesian Therapeutics, Inc.), Agreement and Plan of Merger (Selecta Biosciences Inc), Contingent Value Rights Agreement (Bristol Myers Squibb Co)
Compliance and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this CVR Agreement, the Company shall furnish to the Trustee an Officers’ Officer’s Certificate stating that, in the opinion of the xxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 8 contracts
Samples: Rights Agreement, Contingent Value Rights Agreement (Community Health Systems Inc), Contingent Value Rights Agreement (Health Management Associates, Inc)
Compliance and Opinions. (a) Upon any application or request by the Company Parent to the Trustee to take any action under any provision of this CVR Agreement, if requested by the Company Trustee, Parent shall furnish to the Trustee (i) an Officers’ Officer’s Certificate stating that, in the opinion of the xxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Grail, LLC), Contingent Value Rights Agreement (Illumina, Inc.)
Compliance and Opinions. (a) Upon any application or request by the Company Buyer to the Trustee to take any action under any provision of this CVR Agreement, the Company Buyer shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the xxxxxxsignor, all conditions precedent, if any, provided for in this CVR Agreement Agxxxxxxt relating to the proposed action have been complied with and an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 1 contract
Compliance and Opinions. (a) Upon any application or request by the Company to the CVR Trustee to take any action under any provision of this CVR Agreement, the Company shall furnish to the CVR Trustee an Officers’ Certificate stating that, in the opinion of the xxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Yin Jia Investments LTD)
Compliance and Opinions. (a) Upon any application or request by the Company Buyer to the Trustee to take any action under any provision of this CVR Agreement, the Company Buyer shall furnish to the Trustee an Officers’ ' Certificate stating that, in the opinion of the xxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Hewlett Packard Erste Vermogensverw U Beteiligungsges MBH)
Compliance and Opinions. (a) Upon i)Upon any application or request by the Company to the Trustee Rights Agent to take any action under any provision of this CVR Agreement, if requested by the Rights Agent, the Company shall furnish to the Trustee Rights Agent (i) an Officers’ Officer’s Certificate stating that, in the opinion of the xxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Third Point Reinsurance Ltd.)
Compliance and Opinions. (a) Upon any application or request by the Company to the Trustee Rights Agent to take any action under any provision of this CVR Agreement, if requested by the Rights Agent, the Company shall furnish to the Trustee Rights Agent (i) an Officers’ Officer’s Certificate stating that, in the opinion of the xxxxxxsxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Sirius International Insurance Group, Ltd.)
Compliance and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this CVR Agreement, the Company shall furnish to the Trustee an Officers’ Certificate stating that, in the opinion of the xxxxxxsxxxxx, all conditions precedent, if any, provided for in this CVR Agreement relating to the proposed action have been complied with and an Opinion of Counsel stating, subject to customary exceptions, that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CVR Agreement relating to such particular application or request, no additional certificate or opinion need be furnished.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Celgene Corp /De/)