Corporate Opinion. Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished to the Representatives their written opinion, dated the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, to the effect that (capitalized terms used in this section have the meanings given in such opinion):
Corporate Opinion. 50 9.6 Consents...................................................................50
Corporate Opinion. BIZ shall have received the opinion of R&T, based upon reasonably requested certifications as to factual matters and dated the Closing Date, regarding the status, authority and capitalization of Litronic, the authorization of this Agreement and the transactions contemplated hereby by Litronic, and the binding effect of this Agreement on Litronic. The opinion shall be substantially similar to the opinion rendered by GCW&F with respect to BIZ as to the foregoing. Such opinion shall also confirm the validity of the shares issuable in the Merger and upon exercise of the Assumed Options and Assumed Warrants and shall be reasonably satisfactory to GCW&F.
Corporate Opinion. Litronic shall have received the opinion of GCW&F based upon reasonably requested certifications as to factual matters and dated the Closing Date regarding the status and authority of BIZ, the authorization of this Agreement and the transactions contemplated hereby by BIZ, and the binding effect of this Agreement on BIZ. The opinion shall be reasonably satisfactory to R&T, and shall be substantially similar to the opinion rendered by R&T with respect to Litronic.
Corporate Opinion. REI shall have received the opinion of R-CUBE's corporate legal counsel based upon reasonably requested certifications as to factual matters and dated the Closing Date regarding the status and authority of R-CUBE, the authorization of this Agreement and the transactions contemplated hereby by R-CUBE, and the binding effect of this Agreement on R-CUBE and Sellers. The opinion shall be satisfactory to REI.
Corporate Opinion. Skadden, Arps, Slate, Meagher & Flom LLP (or such other counsel satisfactory to the Represenxxxxxxx in xxxir reasonable judgment) will have furnished their written opinion, dated the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, to the effect that:
Corporate Opinion. The parties shall have received opinions of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP (or, as to matters of Maryland law, Xxxxxxx, Baetjer and Xxxxxx LLP) substantially to the effect that: (a) Each party is duly organized as a Maryland corporation and is validly existing and in good standing under the laws of the State of Maryland. (b) Each party has full corporate power and authority to enter into and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its Board of Directors and, with respect to the Capital Company shareholders; this Agreement does not violate, and its performance will not result in violation of, any provisions of its Articles of Incorporation or Bylaws; and this Agreement constitutes its valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and principals of equity and court decisions with respect thereto. (c) Each party is duly registered as an investment company under the Investment Company Act of 1940, as amended and such registration is in full force and effect; and the Form N-1A registration statement of the Global Company with respect to the New MidCap Fund, New International Fund, and New Small Cap Fund is in full force and effect. (d) The New MidCap Shares, New International Shares and New Small Cap shares to be delivered pursuant to this Agreement are duly authorized, and when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable, and no other shareholder of the Global Company has any preemptive right to subscription or purchase in respect thereof. 2.7
Corporate Opinion. Dxxxx & LxXxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished to the Representatives their written opinion, dated the Settlement Date, in form satisfactory to the Representatives in their reasonable judgment, with respect to corporate and securities law matters.
Corporate Opinion. A legal opinion addressing corporate, ----------------- validity, perfection and enforceability matters with respect to each Company other than the Richmont Subsidiaries, reasonably satisfactory to Agent.
Corporate Opinion. Acquiror shall have delivered to the Company, an opinion from counsel reasonably acceptable to the Company in the form attached hereto as Exhibit G.
