Davix X. Xxxxxxx ------------------------ Name: DAVIX X. XXXXXXX Xxxle: Vice President
Davix X. Xxxxx ------------------
Davix X. Xxxxxx, Xxq., General Counsel of the Company, shall have furnished to the Representatives his written opinion addressed to the Underwriters and dated as of the date of each Time of Delivery for such Designated Shares, in form and substance reasonably satisfactory to the Representatives, to the effect that:
(i) The Company and each significant subsidiary of the Company within the meaning of Rule 1-02(w) of Regulation S-X of the Securities Act Regulations (each hereinafter referred to as a Subsidiary) is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (except where the failure to so qualify would not have, singularly or in the aggregate, a material adverse effect on the financial condition, results of operation or business of the Company and its subsidiaries taken as a whole), and has the corporate power and authority to own or hold its property and to carry on its businesses as now conducted;
(ii) The Company has the authorized capitalization set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are not subject to preemptive or similar rights and conform to the description thereof contained in the Prospectus;
(iii) The Shares have been duly and validly authorized, and, when the Designated Shares are issued and delivered pursuant to this Agreement and the Pricing Agreement with respect to such Designated Shares, such Designated Shares will be duly and validly issued and fully paid and non- assessable and are not subject to preemptive or similar rights; the Shares conform to the description thereof contained in the Registration Statement and the Designated Shares will conform to the description thereof contained in the Prospectus as amended or supplemented with respect to such Designated Shares;
(iv) To the best of such counsel's knowledge, there are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Securities Act Regulations and which have not been so described or filed;
(v) The issuance and delivery by the Company of the Designated Shares,...
Davix X. Xxxxxxx ------------------------------- Davix X. Xxxxxxx Title: Vice President ---------------------------- ACKNOWLEDGED AND AGREED: WESTPOINT STEVXXX XXX. By: /s/ Morgxx X. Xxxxxxxxxx ------------------------------ Title: Executive Vice President Finance and Chief Financial Officer [Signatures Continued] WestPoint Stevxxx Xxx. October 7, 1998 Page 3 WESTPOINT STEVXXX (XX) LIMITED By: /s/ Morgxx X. Xxxxxxxxxx --------------------------------------- Morgxx X. Xxxxxxxxxx Xxtle: Director, Vice President & Treasurer ------------------------------------ WESTPOINT STEVXXX (XXROPE) LIMITED By: /s/ Morgxx X. Xxxxxxxxxx --------------------------------------- Morgxx X. Xxxxxxxxxx Xxtle: Director, Vice President & Treasurer ------------------------------------ WESTPOINT STEVXXX XXXRES, INC. By: /s/ Morgxx X. Xxxxxxxxxx --------------------------------------- Morgxx X. Xxxxxxxxxx Xxtle: Vice President & Treasurer ------------------------------------
Davix X. Xxxxxx ------------------------------------------------------- STOCKHOLDER AGREEMENT AGREEMENT, dated as of January 27, 1997 by and among DENTSPLY International Inc. a Delaware corporation ("Parent"), Image Acquisition Corp, a Delaware corporation and a wholly owned subsidiary of Parent (the "Merger Sub"), and Davix X. Xxxxxx (xxe "Stockholder"). Except as otherwise defined herein, capitalized terms shall have the respective meanings given to them in the Merger Agreement.
Davix X. Xxxxxxxxx, xxe of the attorneys for NTC, represents and warrants that he has been duly authorized to execute this Consulting Agreement on behalf of NTC.
Davix X. Xxxxxx Xxxpxxx X. Xxxxxxxxxxx Xxxnx X. XxXxxxxxx Xxxdx Xxxxxx-Xxxx Xxxnxxxx X. Xxxxx 52 SCHEDULE VI List of all of the attorneys at Kennxxx Xxxixxxxx Xxxdxxx & Xickxxx xxxch are currently working on matters for the Company or any of its Subsidiaries.
Davix X. Xxxxx Xxxlxxx X. Xxxxxxxxxx Xxxnxxx X. Xxxxx Xxxmxxx X. Xxxxx Xxxcx X. Xxxxxx Xxxexx X. Xxxs Xxxx Xxxhxxxx Xxxx, Xx. Xxxn X. Xxxxxx, XXI Felixxx X. Xxxxxxxxxx Xxxn X. Xxxxxxxx Xxxhxxx X. Xxxxxxxx
Davix X. Xxxxxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Davix X. Xxxxx, xxneral counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A-2 hereto and to such further effect as counsel to the Underwriters may reasonably request.
