Counsel's Opinion. Each Guarantor requests directs the counsel referred to in paragraph 3C of the Note Agreement to deliver the opinion referred to in such paragraph.
Counsel's Opinion. The Investor shall have received from the Company's counsel, Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, an opinion, dated the First Closing Date or the Second Closing Date, as the case may be, substantially in the form of Exhibit D hereto.
Counsel's Opinion. The Company shall have received from ZGNA's counsel, Xxxxxxx Xxxx & Xxxxxxxxx, an opinion, dated the Closing Date, substantially as set forth in Exhibit B hereto.
Counsel's Opinion. (a) At the First Closing, the Investors shall have received an opinion from the Company's counsel, Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, dated the First Closing Date, and substantially in the form of Exhibit E hereto.
(b) At the Second Closing, the Investors shall have received an opinion from the Company's counsel, Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, dated the Second Closing Date, and substantially in the form of Exhibit F hereto.
Counsel's Opinion. 27 5.5. Adverse Development...........................................28 5.6.
Counsel's Opinion. Purchasers shall have received from legal counsel to the Company an opinion, dated the Closing Date, substantially in the form of Exhibit E hereto. ---------
Counsel's Opinion. Each of the Investors shall have received from the Company's counsel, Bass, Xxxxx & Xxxx PLC, an opinion, dated the Closing Date, substantially to the effect that:
(i) The Company is duly organized and validly existing in good standing under the laws of Tennessee, has the all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted. The Company has all requisite power and authority to execute and deliver the Transaction Documents and to perform its obligations thereunder.
(ii) The Company is duly qualified as a foreign corporation in every jurisdiction in which such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Company.
(iii) Section 4.3(a) of the Agreement accurately sets forth the authorized and issued capital stock of the Company and the Company has duly reserved for issuance of shares of Common Stock initially issuable upon conversion, exchange or exercise of the Purchased Securities.
(iv) Except for the conversion and exchange rights which attach to the Securities and to the warrants, options and convertible securities listed on Schedule 4.3 hereto, to the best knowledge of such counsel, there are no shares of Common Stock, issuable upon conversion of any security of the Company nor are there any rights, options or warrants outstanding or other agreements to acquire shares of Common Stock from the Company nor is the Company contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares of Common Stock. No stockholder of the Company is entitled to any statutory preemptive right or, to the best knowledge of such counsel, other similar rights to subscribe for shares of capital stock of the Company.
(v) Upon their issuance in accordance with the terms of the Securities, the shares of Common Stock or Series A Preferred Stock, if any, issuable upon conversion or exchange or exercise of the Securities will be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock or Series A Preferred Stock, if any, of the Company, free of all preemptive or similar rights.
(vi) The Company has duly authorized the execution, delivery, and performance of the Transaction Documents and each of the transactions and agreements contemplated thereby, and no other corporate action is necessary to authorize such execution, delivery or performance. The Transaction Documents have been duly execut...
Counsel's Opinion. LV shall have received from the Company's counsel, Jaffe, Raitt, Heuer and Xxxxx, Professional Corporation, an opinion, dated the First Tranche Closing Date, substantially in the form of Exhibit O-1 hereto and from the ----------- Company's special counsel Young, Conaway, an opinion, dated the First Tranche Closing Date, substantially in the form of Exhibit O-2 hereto. The Company shall ----------- have received an opinion from such counsel that the Merger is a tax free- reorganization in form and substance reasonably satisfactory to Landmark. If the Merger is not consummated and the First Tranche Closing proceeds pursuant to Sections 2.2 and 2.5, then the opinion given by Jaffe, Raitt, Heuer and Xxxxx shall be conformed to cover the opinions regarding the company and the issuances to the same extent given at the closing of the Senior Secured Loan and contemplated by the Young, Xxxxxxx opinion.
Counsel's Opinion. The Landmark Parties shall have received from the Company's counsel, Jaffe, Raitt, Heuer and Xxxxx, Professional Corporation, an updated opinion, dated the Second Tranche Closing Date, substantially in the form of Exhibit O-1 ----------- hereto and from the Company's special counsel Young, Conaway, an opinion, dated the Second Tranche Closing Date, substantially in the form of Exhibit O-2 hereto -----------
Counsel's Opinion. Such Purchaser shall have received an opinion from the Company’s counsel, Xxxxxxxxxx & Xxxxx, P.A., dated the First Closing Date, and substantially in the form of Exhibit D hereto.
