Common use of Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee Clause in Contracts

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 104 contracts

Samples: Indenture (Lemaitre Vascular Inc), Indenture (Fluence Energy, Inc.), Indenture (Biora Therapeutics, Inc.)

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Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this the Indenture have been satisfied.

Appears in 10 contracts

Samples: First Supplemental Indenture (Tellurian Inc. /De/), First Supplemental Indenture (Xeris Biopharma Holdings, Inc.), First Supplemental Indenture (Cheesecake Factory Inc)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Guarantor Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A9.04(A); and (ii) all conditions precedent to such Guarantor Business Combination Event provided in this Indenture have been satisfied.

Appears in 6 contracts

Samples: Indenture (Starry Holdings, Inc.), Indenture (Boxed, Inc.), Indenture (Seven Oaks Acquisition Corp.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before Prior to or substantially simultaneously with the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 5 contracts

Samples: Indenture (SoFi Technologies, Inc.), Indenture (Better Home & Finance Holding Co), Indenture (SoFi Technologies, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Guarantor Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A9.04(A); and (ii) all conditions precedent to such Guarantor Business Combination Event provided in this Indenture have been satisfied.

Appears in 4 contracts

Samples: Indenture (Inotiv, Inc.), Indenture (Spotify Technology S.A.), Indenture (Aegerion Pharmaceuticals, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 4 contracts

Samples: Indenture (Guess Inc), Indenture (Bloomin' Brands, Inc.), Indenture (Guess Inc)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Guarantor Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the related supplemental indentureindenture substantially in the form of Exhibit C) comply complies with Section 6.01(A9.04(A); and (ii) all conditions precedent to such Guarantor Business Combination Event provided in this Indenture have been satisfied.

Appears in 3 contracts

Samples: First Supplemental Indenture (Nogin, Inc.), Indenture (Nogin, Inc.), Indenture (Software Acquisition Group Inc. III)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before At or before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 3 contracts

Samples: Indenture (Guidewire Software, Inc.), Indenture (Osi Systems Inc), Indenture (Ugi Corp /Pa/)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before At or before the effective time of any Company Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Company Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Company Business Combination Event provided in this Indenture have been satisfied.

Appears in 3 contracts

Samples: Indenture (SB/RH Holdings, LLC), Indenture (Rexford Industrial Realty, Inc.), Indenture (Rexford Industrial Realty, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.and

Appears in 3 contracts

Samples: Indenture (Alphatec Holdings, Inc.), Indenture (Limelight Networks, Inc.), Indenture (Limelight Networks, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee (x) an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied and (y) an Opinion of Counsel stating that all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 3 contracts

Samples: Indenture (Amryt Pharma PLC), Indenture (Amryt Pharma PLC), Indenture

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before On or before the effective time of any Business Combination EventEvent in which the Company is not the resulting, surviving or transferee Person, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 3 contracts

Samples: Indenture (Mirum Pharmaceuticals, Inc.), Indenture (Cytokinetics Inc), Indenture (DigitalOcean Holdings, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A7.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this the Indenture have been satisfied.

Appears in 3 contracts

Samples: Eighth Supplemental Indenture (Tellurian Inc. /De/), Ninth Supplemental Indenture (Tellurian Inc. /De/), Securities Purchase Agreement (Tellurian Inc. /De/)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, if at such time there is a Trustee, the Company will shall deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A)11.01 and Section 11.02; and (ii) all conditions precedent to such Business Combination Event provided in this Indenture Indenture, if any, have been satisfied.

Appears in 2 contracts

Samples: Security Agreement (Eos Energy Enterprises, Inc.), Security Agreement (Eos Energy Enterprises, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section ‎Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 2 contracts

Samples: Indenture (Biora Therapeutics, Inc.), Indenture (Lucid Group, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A7.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 2 contracts

Samples: Indenture, Indenture (Coherus BioSciences, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before Promptly following request by the effective time Trustee in respect of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (SmileDirectClub, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee and the Collateral Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Gastar Exploration Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before At or before the effective time of any Holdings Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Holdings Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A9.05(A); and (ii) all conditions precedent to such Holdings Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (SB/RH Holdings, LLC)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that that: (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (PetIQ, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Aerie Pharmaceuticals Inc)

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Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before At or before the effective time of any Business Combination EventEvent in which the Company is not the resulting, surviving or transferee Person, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Core Scientific, Inc./Tx)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Co-Issuer Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Co-Issuer Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A)6.02; and (ii) all conditions precedent to such Co-Issuer Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Realogy Group LLC)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A6.01.(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Perficient Inc)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee and the Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Marti Technologies, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee and the Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Workhorse Group Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before At or before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this the Indenture have been satisfied.

Appears in 1 contract

Samples: First Supplemental Indenture (Nikola Corp)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before On or before the effective time of any Business Combination EventEvent in which the Company is not the resulting, surviving or transferee Person, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Cardlytics, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.. Table of Contents

Appears in 1 contract

Samples: Indenture (Progenity, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this the Indenture have been satisfied.

Appears in 1 contract

Samples: First Supplemental Indenture (Mesa Laboratories Inc /Co)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before At or before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section ‎Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Ani Pharmaceuticals Inc)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will shall deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply complies with Section 6.01(A)11.01 and Section 11.02; and (ii) all conditions precedent to such Business Combination Event provided in this Indenture Indenture, if any, have been satisfied.

Appears in 1 contract

Samples: Indenture (Eos Energy Enterprises, Inc.)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee an Officer’s Officers’ Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this the Indenture have been satisfied.

Appears in 1 contract

Samples: First Supplemental Indenture (Collegium Pharmaceutical, Inc)

Delivery of Officer’s Certificate and Opinion of Counsel to the Trustee. Before the effective time of any Business Combination Event, the Company will deliver to the Trustee (x) an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied and (y) an Opinion of Counsel stating that all conditions precedent to such Business Combination Event provided in this Indenture have been satisfied.

Appears in 1 contract

Samples: Indenture (Aegerion Pharmaceuticals, Inc.)

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