Letter of Opinion of LKA's Counsel Sample Clauses

Letter of Opinion of LKA's Counsel. DiaEm shall have received from Messrs. Suitter Axland Axxxxxxxg & Xxxsxx, xxxxxel xxx XXA, an opinion dated the Closing Date, in form and substance satisfactory to DiaEm and its counsel, to the effect that: (a) LKA is a duly organized and validly existing corporation in good standing under the laws of the State of Utah; and LKA has the corporate power and authority to consummate the merger as provided herein. (b) The authorized capital of LKA consists of 50,000,000 shares of common stock, $0.001 par value, of which 13,532,051 shares are issued and outstanding; and all of the issued and outstanding shares of common stock of LKA at the Effective Date are validly issued, fully paid, and nonassessable. (c) This Agreement and the transactions contemplated by such Agreement have been duly approved by the Board of Directors and the shareholders of LKA and such agreement has been duly and validly executed and delivered by LKA; all corporate and other proceedings required under the Utah Business Corporation Act, the Delaware General Corporation Law or otherwise to be taken by or on behalf of LKA or subsidiary to authorize the execution and delivery of such Agreement and the consummation of the merger contemplated in such Agreement have been duly taken; and such Agreement is the valid and binding agreement of LKA. (d) Neither the execution nor delivery of this Agreement, nor the fulfillment of the terms and provisions thereof will conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under, the Articles of Incorporation or the Bylaws of LKA, or any agreement or instrument known to such counsel to which LKA is a party or by which it is bound. (e) Such counsel does not know and has not reason to believe that any action, suit, proceeding or investigation si pending or threatened against LKA which might result in a material adverse change in the properties, business or assets or in the condition (financial or otherwise) of LKA or that any action, suit, or proceeding by any governmental agency is pending which questions the legality, validity or propriety of this Agreement or of any action taken by the parties hereto or the shareholders of LKA pursuant to or in connection with such Agreement. (f) Upon the completion of the filings intended to effect the merger of LKA into Subsidiary, the outstanding share of LKA will be converted into common stock of Subsidiary upon the basis set forth in this Agreement. (g) Nothing has...

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Related to Letter of Opinion of LKA's Counsel

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 Borrower's Counsel The Lender shall have received the favorable opinion of counsel for the Borrower addressed to the Lender.
Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.
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 Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.
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 of Underwriters’ Counsel On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, such opinion or opinions from Xxxxxx & Xxxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.