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 Company's Counsel. The Purchasers shall have ---------------------------- received from Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Company, an opinion addressed to them, dated the Closing Date, in substantially the form of Exhibit F.
Opinion of Company's Counsel. The Purchaser shall have received from Xxxxxxx, Xxxxxxxx & Kotel, a Professional Corporation, counsel for the Company, an opinion dated the date of the Closing, in form and scope satisfactory to the Purchaser and its counsel, to the effect that:
(A) The Company is a corporation duly incorporated, validly existing and subsisting under the laws of its jurisdiction of incorporation, except that such counsel shall not be required to express any opinion with respect to the Company's failure to file a General Corporate Business Franchise Tax Return in New York with respect to its 1993 tax year. Based solely on a review of good standing certificates by such counsel, the Company is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each other jurisdiction in which, to the knowledge of such counsel, it is required to be so qualified, except that such counsel shall not be required to express any opinion with respect to the absence of qualification in Illinois, Georgia, California or Texas. To the knowledge of such counsel, Schedule II to this Agreement contains a complete list of all subsidiaries of the Company and each of such subsidiaries is wholly-owned, directly or indirectly, by the Company. The Company has the corporate power and authority to own and hold its properties and to carry on its business as currently conducted. The Company has the corporate power and authority to execute, deliver and perform the Transaction Documents and to issue and deliver the Note Shares in accordance with the terms of the Convertible Notes and the Charter.
(B) The Transaction Documents have been duly authorized, executed and delivered by the Company and constitute the valid and binding obligations of the Company, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting the rights of creditors generally and to general principles of equity, regardless of whether enforcement is sought in equity or at law), except that such counsel need not express any opinion as to the validity or enforceability of the indemnification and contribution provisions of the Registration Rights Agreement.
(C) The execution and delivery by the Company of the Transaction Documents, the performance by the Company of its obligations thereunder and the issuance, sale and delivery of the Convertible Notes, will not violate any provision of federal or New York law, t...
Opinion of Company's Counsel. The Company shall have delivered to the Purchaser an opinion of Xxxxxx and Xxxxxx, P.A., counsel for the Company, dated as of the Closing Date, to the effect that:
(a) The Company is a duly and validly organized and existing corporation in good standing under the laws of the State of Minnesota; has the corporate power and authority to enter into this Agreement and the Warrants, to issue and sell the Preferred Shares and the Warrants as contemplated by this Agreement, and to carry out the provisions of this Agreement; and has the corporate power and authority to own and hold its properties owned and leased and to carry on the business in which it is engaged.
(b) This Agreement and the Warrants have been duly authorized, executed and delivered by the Company. This Agreement and the Warrants are legal, valid and binding agreements of the Company enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally, and except for judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies; provided, however, that the issuance of the Warrant Stock is subject to the approval of the Company's Amended Articles as set forth in Section 8.8 hereof and the filing thereof with the Minnesota Secretary of State in the manner prescribed by law.
(c) The Certificate of Designation, substantially in the form set forth as Exhibit 1 hereto, has been duly adopted by all necessary corporate action, and has been duly filed with the Secretary of State of the State of Minnesota (no other or additional filing or recording being necessary in order to perfect the rights and privileges of the holders of the Preferred Shares).
(d) The Preferred Shares are entitled to the rights, preferences and provisions of the Certificate of Designation, subject to any limitations contained therein.
(e) The Preferred Shares have been duly authorized, validly issued and delivered by the Company and are fully paid and nonassessable. The Conversion Stock issuable upon conversion of the Preferred Shares has been reserved for issuance, and when issued upon conversion will be fully paid and nonassessable.
(f) All corporate proceedings required by law or by the provisions of this Agreement to be taken by the Board of Directors and the stockholders of the Company on or prior to the Closing Date in con...
Opinion of Company's Counsel. The Investors shall have received from Xxxxxx & Xxxxxxx LLP, counsel for the Company, an opinion dated as of the Closing Date, in substantially the form attached hereto as Exhibit H.
Opinion of Company's Counsel. The Purchasers shall have received from Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel to the Company, an opinion addressed to them, dated the Series C Closing Date, in form and substance reasonably satisfactory to Purchasers and their special counsel.
Opinion of Company's Counsel. Such Purchaser shall have received from Xxxx Xxxxxxxxxx & Xxxxxxxxx LLP, special counsel for the Company (or such other counsel designated by the Company and acceptable to such Purchaser), a favorable opinion satisfactory to such Purchaser, dated as of the date of the Closing, and substantially in the form of Exhibit F attached hereto and as to such other matters as such Purchaser may reasonably request. The Company, by its execution hereof, hereby requests and authorizes such special counsel to render such opinions and to allow such Purchaser to rely on such opinions, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such request and authorization, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion.
Opinion of Company's Counsel. On the Initial Closing Day, Prudential shall have received from Xxxxxx X. Xxxxxxx, Esq., general counsel of the Company, a favorable opinion satisfactory to Prudential and substantially in the form of EXHIBIT D-1 attached hereto.
Opinion of Company's Counsel. On each Private Shelf Closing Day, each Purchaser shall have received from Xxxxxx X. Xxxxxxx, Esq., general counsel of the Company (or other counsel reasonably acceptable to the Purchasers), a favorable opinion satisfactory to the Purchasers and substantially in the form of EXHIBIT D-2 attached hereto.
Opinion of Company's Counsel. The Purchasers shall have received from Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel to the Company, an opinion addressed to them, dated the Series B Closing Date, in form and substance reasonably satisfactory to Purchasers and their special counsel.
