Common use of Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent Clause in Contracts

Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent. The Stock Purchase Contract Agent, subject to Section 7.1 and Section 7.3, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance have been met.

Appears in 3 contracts

Samples: Stock Purchase Contract Agreement (Metlife Inc), Pledge Agreement (Metlife Inc), Pledge Agreement (American International Group Inc)

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Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent. The Stock Purchase Contract Agent, subject to Section 7.1 7.01 and Section 7.37.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, conversion, mergershare exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such merger, consolidation, conversion, mergershare exchange, sale, assignment, transfer, lease or conveyance have been met.

Appears in 3 contracts

Samples: Stock Purchase Contract Agreement (Metlife Inc), Stock Purchase Contract Agreement (Metlife Inc), Stock Purchase Contract Agreement (Metlife Inc)

Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent. The Stock Purchase Contract Agent, subject to Section 7.1 8.1 and Section 7.38.3, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, conversion, mergershare exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX X and that all conditions precedent to the consummation of any such merger, consolidation, conversion, mergershare exchange, sale, assignment, transfer, lease or conveyance have been met.

Appears in 2 contracts

Samples: Stock Purchase Contract Agreement (Lehman Brothers Holdings Inc), Stock Purchase Contract Agreement (Lehman Brothers Holdings Inc)

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Officers’ Certificate and Opinion of Counsel Given to Stock Purchase Contract Agent. The Stock Purchase Contract Agent, subject to Section 7.1 7.01 and Section 7.37.03, shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, conversion, mergershare exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article IX and that all conditions precedent to the consummation of any such merger, consolidation, conversion, mergershare exchange, sale, assignment, transfer, lease or conveyance have been met.

Appears in 1 contract

Samples: Stock Purchase Contract Agreement (Marshall & Ilsley Corp/Wi/)

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