Form of Opinion of CBC Counsel Sample Clauses

Form of Opinion of CBC Counsel. ((S) 9.3(e)). AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of October 1, 1997 by and between CITIZENS BANCSHARES CORPORATION, INC. ("CBC") a corporation organized and existing under the laws of the State of Georgia, with its principal office located in atlanta, georgia, and FIRST SOUTHERN BANCSHARES, INC. ("FSB"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Lithonia, Georgia. PREAMBLE -------- The Boards of Directors of FSB and CBC are of the opinion that the transactions described herein are in the best interests of the parties and their respective shareholders. This Agreement provides for the merger of FSB with CBC, with CBC being the surviving corporation of the merger. The transactions described in this Agreement are subject to the approvals by the shareholders of FSB, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the merger (a) for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code and (b) for accounting purposes shall be treated as a "pooling of interests." Certain terms used in this Agreement are defined in Section 11.1 of this Agreement.
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Related to Form of Opinion of CBC Counsel

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Opinion of Company's Counsel The Purchaser shall have received from Morrxxxx & Xoerxxxx XXX, counsel for the Company, an opinion dated the Closing Date, in the form attached hereto as Exhibit C.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

  • Opinion of Counsel, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of Counsel to the Obligors A customary favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, New York counsel for the Obligors.

  • Closing Date Opinion of Counsel On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of Xxxxxxxx & Xxxx LLP (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative.

  • Opinion of Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.

  • Opinion of Counsel to the Company The Placement Agent shall have received from, Xxxxxx & Xxxxxxx LLP, such counsel’s written opinion, addressed to the Placement Agent and the Investors and dated the Closing Date, in form and substance as is set forth on Exhibit D attached hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth in Exhibit E attached hereto.

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