FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY Sample Clauses

FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. Matters To Be Covered In Opinion of Special Counsel To the Company -----------------------------------------
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. The closing opinion of Xxxxxxx and Xxxxxx, LLP, special counsel for the Company, which is called for by Section 4.4(a) of the Agreement, shall be dated the date of the Closing and addressed to each Purchaser, shall be satisfactory in scope and form to each Purchaser and shall be to the effect that:
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. Based on and subject to the limitations, qualifications, exceptions and assumptions set forth in the opinion letter, we are of the opinion that:
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. 1. The Company is a corporation duly incorporated, validly existing and in corporate good standing under the laws of California. 2. The execution and delivery by the Company of the Note Agreement and the Note, and the performance by the Company of its obligations under the Note Agreement and the Note, are within the Company's corporate powers and have been duly authorized by all requisite corporate action on the part of the Company. The Company has duly executed and delivered the Note Agreement and the Note. 3. Each of the Note Agreement and the Note constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 4. The execution and delivery by the Company of the Note Documents, and compliance by the Company with the provisions thereof: (i) will not, to the best of our knowledge, result in a breach or default (or give rise to any right of termination, cancellation or acceleration) under any material agreement binding upon the Company; (ii) will not violate any of the provisions of the Company's Charter or the Company's By-Laws or any law, statute, rule or regulation of the State of California or the laws of the United States of America, or, to the best of our knowledge, any judgment, order, writ, injunction or decree of any court or other tribunal located in the State of California applicable to the Company; and (iii) to the best of our knowledge, will not result in the creation or imposition of any Lien on any asset of the Company. No consent or approval by, or any notification of or filing with, any Governmental Authority of the State of California or the United States of America is required to be obtained or effected by the Company in connection with the execution, delivery and performance by the Company of the Note Documents or the issuance or sale of the Note, except for the filing of an executed copy of the Note Agreement as an exhibit to the Company's periodic reports filed under Section 13(a) of the Exchange Act. Page 100 Form of Closing Opinion of Special Counsel for the Company 5. Based upon the representations set forth in Section 5 of the Note Agreement, the accuracy of which we have not independently verified or investigated, the issuance, sale and delivery of the Note under the circumstances contemplated by the Note Agreement do not, under existing law, require the registration of the Note or the filing of any notice under the "blue sky laws" of California, the registration of the Note ...
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. The closing opinions of Xxxx Xxxxxxxx, Esq. and Xxxxxxxx Xxxxxxx LLP, special counsel for the Company, which are called for by Section 4.4(a) of the Agreement, shall be dated the date of the applicable Closing and addressed to each Purchaser, shall be satisfactory in scope and form to each Purchaser, and shall be accompanied by a letter of special counsel authorizing the Collateral Agent to rely on the opinion as if it were addressed to the Collateral Agent. The opinion shall be to the effect that:
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. The closing opinion of Hill & Xxxxxx, counsel for the Company, which is called for by Section 4.4(a) of the Note Purchase Agreements, shall be dated the date of the Closing and addressed to you and the Other Purchasers, shall be satisfactory in scope and form to you and the Other Purchasers and shall be to the effect that: 1. The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and the corporate authority to execute and perform the Note Purchase Agreements, the Security Documents and the Intercreditor Agreement and to issue the Notes and has the full corporate power and the corporate authority to conduct the activities in which it is now engaged and is duly licensed or qualified and is in good standing as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary. 2. Each Guaranty Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly licensed or qualified and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business transacted by it makes such licensing or qualification necessary and all of the issued and outstanding shares of capital stock of each such Guaranty Subsidiary have been duly issued, are fully paid and non-assessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one or more Subsidiaries. 3. Each Note Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered by the Company and constitutes the legal, valid and binding contract of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 4. The Notes have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolven...
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. The opinion of Xxxxx Xxxx LLP, special counsel to the Company, shall be to the effect that:
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. The closing opinion of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, special counsel to the Company, which is called for by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to the Purchasers, shall be satisfactory in scope and form to each Purchaser and shall be to the effect that:
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FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY. The closing opinion of Dilworth Paxson, LLP, special counsel to the Company, which is called xxx xx Xxxxxxx 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to the Purchasers, shall be satisfactory in scope and form to each Purchaser and shall be to the effect that:
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Related to FORM OF OPINION OF SPECIAL COUNSEL TO THE COMPANY

  • 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.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Payment of Special Counsel Fees Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

  • Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.

  • Opinion of PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • 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).

  • Legal Counsel Opinions Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

  • 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.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

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