Opinion of Acquiror's Counsel. Target shall have received an opinion dated the Closing Date of Venture Law Group, A Professional Corporation, counsel to Acquiror, as to the matters attached hereto as EXHIBIT G.
Opinion of Acquiror's Counsel. Target shall have received from counsel to Acquiror, an opinion substantially in the form attached hereto as Exhibit E.
Opinion of Acquiror's Counsel. The Company shall have received an opinion dated the Closing Date of Wachtell, Lipton, Rosex & Xatz, xxecial counsel to Acquiror, and/or in-house Counsel of Acquiror, to the effect that: (i) Each of Acquiror and Merger Sub is a corporation validly existing and in good standing under the laws of its state of incorporation; (ii) Each of Acquiror and Merger Sub have the requisite power and authority to execute this Agreement and the Reorganization Agreement and to consummate the transactions contemplated hereby and thereby; the execution and delivery of this Agreement and the Reorganization Agreement and the consummation of the transactions contemplated hereby and thereby has been duly authorized by all requisite corporate action on the part of Acquiror and Merger Sub; and this Agreement and the Reorganization Agreement have been duly executed and delivered by Acquiror and Merger Sub and constitute valid and binding obligations of Acquiror and Merger Sub enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, receivership or other similar laws affecting the enforcement of creditors' rights generally and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the execution, delivery and performance of this Agreement and the Reorganization Agreement by Acquiror and Merger Sub will not (x) violate any applicable Federal law or any law of the states of their respective incorporation or (y) conflict with any provision of the certificate of incorporation or bylaws of Acquiror or Merger Sub. Such counsel will express no opinion, however, as to any violation of any law or regulation which may have become applicable to Acquiror or Merger Sub as a result of the involvement of any Company Party and any subsidiary of such party in the transactions contemplated by this Agreement because of such party's legal or regulatory status or because of any other facts specifically pertaining to any such party. A-29 00 (x) Xxxndments to SEC Documents. Since the effective date of the Form S-4 or the Proxy Statement, as applicable, no event with respect to Acquiror, any subsidiary of Acquiror or any security holder of Acquiror shall have occurred which should have been set forth in an amendment to the Form S-4 or a supplement to the Proxy Statement which has not been set forth in such an amendment or supplement.
Opinion of Acquiror's Counsel. Target shall have received an ----------------------------- opinion dated as of the Closing Date of Venture Law Group, counsel to Acquiror, as to the matters in the form attached hereto as Exhibit E.
Opinion of Acquiror's Counsel. Target's stockholders shall have received an opinion dated the Closing Date of Venture Law Group, A Professional Corporation, counsel to Acquiror and Sub, as to the matters in the form attached hereto as Exhibit I.
Opinion of Acquiror's Counsel. Target shall have received an ----------------------------- opinion dated the Closing Date of Venture Law Group, A Professional Corporation, counsel to Acquiror, as to the matters attached hereto as Exhibit G. --------- -43-
Opinion of Acquiror's Counsel. Target shall have received an opinion dated the Closing Date of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, counsel to Acquiror, as to the matters attached hereto as Exhibit J.
Opinion of Acquiror's Counsel. The Shareholder shall have received from Xxxxx & Xxxxxxxx, Singapore counsel to Acquiror, an opinion substantially in the form of Exhibit 8.8.
Opinion of Acquiror's Counsel. The Company shall have received from Xxxxxxxx & Xxxxxxxx LLP an opinion dated the Closing Date, in form and content reasonably acceptable to the Company. SECTION 8.4
Opinion of Acquiror's Counsel. The Acquiror shall have delivered to the Stockholders or representative of the Stockholders the opinion, dated the Closing Date, of Acquiror's counsel, Davidson & Associates, P.C., in form attached hereto as Schedule 5.1(2).
