OPINION OF BANCSHARES' COUNSEL Sample Clauses

OPINION OF BANCSHARES' COUNSEL. Bancshares' general counsel, Rick Xxxx, Xxq., shall have delivered to Century an opinion dated the Closing Date to the effect that (i) Bancshares is a corporation duly organized and in good standing under the State of Ohio, (ii) Citizens is a corporation duly organized and in good standing as a state banking association under the laws of the State of Ohio, (iii) this Agreement has been duly executed by Bancshares and constitutes the binding obligation of Bancshares, enforceable into in accordance with its terms against Bancshares, (iv) assuming that the Merger is duly authorized by Century and its shareholders and that Century has taken all action required to be taken by it prior to the Effective Time, upon the filing of the Certificate of Merger with the Secretary of State of the State of Ohio and the Articles of Merger with the Department of State and the Commonwealth of Pennsylvania in accordance with Section 1.1, the Merger will become effective and each Century Common Share outstanding will be converted into Bancshares Common Shares in accordance with Section 1.2 hereof, and (v) all of the Bancshares Common Shares to be issued to the shareholders of Century have been validly authorized.
Sample 1
AutoNDA by SimpleDocs

Related to OPINION OF BANCSHARES' COUNSEL

  • 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 Special Counsel The Administrative Agent shall have received a favorable written legal opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Special Counsel, substantially in the form of Exhibit C (and the Administrative Agent requests Special Counsel to deliver such opinion).

  • 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 Counsel to Buyer The Sellers shall have received an opinion of counsel to the Buyer, in form and substance satisfactory to the Sellers.

  • 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 Financial Advisor 23 3.19. Brokers.............................................................. 23

  • Opinion of Parent's Counsel The Company shall have received the opinion of Pxxxxx Bxxxx, counsel to Parent, or another counsel reasonably satisfactory to the Company, substantially in the form attached hereto as Exhibit E;

  • Opinion of Counsel for International Managers The favorable opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel for the International Managers, dated such Date of Delivery, relating to the International Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

Time is Money Join Law Insider Premium to draft better contracts faster.