Effective Date Opinion of Counsel. On the Effective Date, the Representative shall have received the favorable opinion of GM, counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance satisfactory to GM to the effect that:
(i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the Company.
(ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act and the applicable state securities or Blue Sky Laws or exempt from such registration requirements. The authorized and outstanding capital stock of the Company is as set forth in the Prospectus.
(iii) The Securities have been duly authorized and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company. When issued, the Representative's Purchase Option, the Representative's Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative's Purchase Option, and the Representative's Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganizatio...
Effective Date Opinion of Counsel. On the Effective Date, the Representative shall have received the favorable opinion of MWE, counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance satisfactory to Xxxxxxx covering the matters set forth on Appendix A hereto.
Effective Date Opinion of Counsel. On the Effective Date, the Underwriters shall have received the favorable opinion of Kramer, Levin, Naftalis & Franxxx, xxunsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to Grauxxxx Xxxlxx & Xillxx, xxunsel to the Underwriters, to the effect that:
(i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which it owns or leases any real property or the character of its operations requires such qualification or licensing.
(ii) The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental or regulatory officials and bodies to own or lease its properties and conduct its business as described in the Prospectus, and the Company is and has been doing business in compliance with all such authorizations, approvals, orders, licenses, certificates and permits and all federal, state and local laws, rules and regulations. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consents, approvals, authorizations or orders of, and no filing with any court or governmental agency or other body (other than such as may be required under the Act and applicable Blue Sky laws), is required for the valid authorization, issuance, sale and delivery of the Securities, and the consummation of the transactions and agreements contemplated by this Agreement and the Underwriters' Purchase Option, and as contemplated by the Prospectus or if so required, all such authorizations, approvals, consents, orders, registrations, licenses and permits have been duly obtained and are in full force and effect and have been disclosed to the Underwriters.
(iii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the statutory preemptive rights o...
Effective Date Opinion of Counsel. On the Closing Date, the Representatives shall have received the favorable opinion of Ellenoff Xxxxxxxx & Schole LLP (“EG&S”), counsel to the Company, dated the Closing Date, addressed to the Representatives and in form and substance reasonably satisfactory to the Representatives and their counsel.
Effective Date Opinion of Counsel. On the Effective Date, the Underwriter shall have received the favorable opinion of Graubard Miller, counsel to the Company, dated the Effective Date, axxxxxxxx xx xxx Underwriter and in the form attached hereto as Exhibit A.
Effective Date Opinion of Counsel. On the Effective Date, the Representative shall have received the favorable opinion of GM, counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance reasonably satisfactory to Xxxxxxxx Xxxxxx (“GM”) as set froth in Exhibit A.
Effective Date Opinion of Counsel. On the Effective Date, the Underwriters shall have received the opinion of Xxxxxxxxx Traurig, LLP, counsel to the Company, dated the Effective Date, addressed to the Underwriters and in form and substance satisfactory to Xxxxxxxx Xxxxxx, counsel to the Underwriters. Xxxxxxxxx Traurig, LLP may rely on the opinion of Xxxxxxx, Xxxxxx & Xxxxx with respect to matters of Israeli law.
Effective Date Opinion of Counsel. On the Effective Date, the Representative shall have received the favorable opinion of Blank Rome LLP ("BLANK ROME"), counsel to the Company, dated the Effective Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative to the effect that:
(i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation, with full corporate power and authority to own its properties and conduct its business as described in the Registration Statement, and, on the Effective Date, as described in the "Preliminary Prospectus" (as hereafter defined), and, on the Closing Date, as described in the Prospectus. The Company is duly qualified and licensed and in good standing as a foreign corporation in Pennsylvania. "Preliminary Prospectus" shall mean, for purposes of Section 4.2 of this Agreement, the prospectus contained in the Registration Statement at the time the Registration Statement is declared effective by the Commission.
Effective Date Opinion of Counsel. On the Effective Date, the Representative shall have received the opinions of each of Blank Rome LLP, general counsel to the Company, dated the Effective Date, and Levy, Sonnet & Xxxxxx, FCC counsel to the Company, addressed to the Representative and in form and substance satisfactory to Xxxxxxxx Xxxxxx, counsel to the Representative.
Effective Date Opinion of Counsel. On the Effective Date, the Underwriters shall have received the opinion of Greenberg Traurig, LLP, counsel to the Company, dated the Effective Daxx, xxxxxssed to the Underwriters and in form and substance satisfactory to Graubard Miller, counsel to the Underwriters. Greenberg Traurig, LLP mxx xxxx ox xxx opinion of Schuman, Livnat & Maxxx xxxx respect to matters of Israeli law.
