Legal Opinions of Counsel to the Company Sample Clauses

Legal Opinions of Counsel to the Company. The Administrative Agent shall have received an opinion, in form and substance reasonably satisfactory to the Administrative Agent, of counsel to the Company and its Subsidiaries.
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Legal Opinions of Counsel to the Company. The Agent shall have received, with copies for each Lender, an executed legal opinion dated the Closing Date and addressed to the Agent and the Lenders, of Disexxx Xxxtxx X'Xxxxxx & Xastxxxxxxx XXX, counsel to the Company and the Significant Subsidiaries, in a form reasonably satisfactory to the Agent, the Lenders and each of their special counsel;
Sample 1
Legal Opinions of Counsel to the Company. 1. The company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. 2. The company has all requisite corporate power to enter into the Purchase Agreement and to sell the Shares and to carry out and perform its obligations under the Purchase Agreement and has taken all requisite corporate action on the part of the Company necessary for the authorization, execution, delivery and performance by the Company of the Purchase Agreement and for the authorization, issuance and delivery of the Conversion Shares upon conversion of the Shares, other than receiving stockholder approval for such conversion. The Certificate of Designations establishing the Special Stock has been filed with the Secretary of State of the State of Nevada and is effective under Nevada law and the terms of the Special Stock are valid under the laws of the State of Nevada. The execution, delivery and performance of the Purchase Agreement will not conflict with nor constitute a breach of any provision contained in the Company's Articles or Certificate of Incorporation or By- laws or, to the knowledge of such counsel, in any material agreement to which the Company is a party or by which its properties or assets may be bound. 3. The Shares have been duly authorized and, upon payment of the purchase price therefor as contemplated in the Purchase Agreement, will be validly issued, fully paid and non- assessable. The Conversion Shares have been duly authorized and, upon conversion as contemplated in the Certificate of Designations, will be validly issued, fully paid and non- assessable. 4. The Purchase Agreement has been duly and validly authorized, executed and delivered by the Company and, assuming due execution and delivery by the Purchasers, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity and except that such counsel expresses no opinion as to the enforceability of indemnification or contribution provisions contained in the Purchase Agreement. 5. The issuance of the Shares by the Company is exempt from the registration requirements of the Securities Act.
Sample 1

Related to Legal Opinions of Counsel to the Company

  • Opinions of Counsel to the Company The Underwriters shall have received the opinions and letters, each dated the Closing Date and any Option Closing Date, as the case may be, each reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, from Carmel, Mxxxxxx & Fxxx LLP, as corporate/securities counsel.

  • Opinions of Counsel for the Company At Closing Time, the Underwriters shall have received the opinion, dated as of Closing Time, from Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company, as to matters set forth in Schedule C hereto.

  • Legal Opinions 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 Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

  • Opinions of Counsel to Loan Parties Lenders shall have received executed copies of one or more favorable written opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Loan Parties and (ii) general counsel to Company, each dated as of the Closing Date and reasonably satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of Lenders may reasonably request (this Agreement constituting a written request by Company to such counsel to deliver such opinions to Lenders).

  • Opinions of Counsel for Company At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of each of Xxxxxxxx and Wedge and Xxxxxx, Hall & Xxxxxxx LLP, 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 Exhibits A and B hereto, respectively, and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinions of Counsel to Credit Parties Agents and Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Credit Parties, as to such matters as Administrative Agent or Arrangers may reasonably request, dated as of the Closing Date and in form and substance reasonably satisfactory to Administrative Agent and Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

  • 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.

  • 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.

  • Company Counsel Legal Opinions The Agent shall have received the opinions and negative assurance letters, as applicable, of Company Counsel and Intellectual Property Counsel required to be delivered pursuant to Section 7(n) and Section 7(o), as applicable, on or before the date on which such delivery of such opinions and negative assurance letters are required pursuant to Section 7(n) and Section 7(o), as applicable.

  • Opinions of Counsel Receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance satisfactory to the Administrative Agent.

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