Opinion of Corporation's Counsel. The Purchaser shall have received from counsel to the Corporation an opinion confirming the representations set forth in the first sentence of Section 4.3 hereof, and on the basis of such counsel's review of the Other Agreements and certificates of officers of the Corporation as to factual matters, confirming the representations set forth in the second and third sentences of Section 4.3 hereof.
Opinion of Corporation's Counsel. Omega shall have received an opinion from the Corporation's and Stockholder's counsel, delivered under Section 4.1(e) above.
Opinion of Corporation's Counsel. On the Closing Date, the Corporation shall deliver an opinion of the Corporation's counsel dated the Closing Date, which shall opine that:
A. The Corporation's existence, good standing and authorized and issued stock are as stated in Section 9.
B. This Agreement has been duly and validly authorized, executed and delivered by the Corporation and constitutes the valid, binding and enforceable obligation of the Corporation.
C. The Corporation has good and marketable title to all of its property and assets covered by this Agreement.
D. Counsel does not know or have reasonable cause to know of any claim, litigation, administrative proceeding, regulatory proceeding or governmental investigation pending or threatened against the Corporation or its assets other than those disclosed on Exhibits B and G.
Opinion of Corporation's Counsel. The Purchaser shall have received from counsel to the Corporation an opinion confirming the representations set forth in the first sentence of Section 3.3 hereof and to the effect that prior approval of the Corporation's stockholders of the sale to the purchasers of the Stock and Warrants is not required under Delaware law.
Opinion of Corporation's Counsel. The Corporation shall have delivered to the Investor an opinion from Jenner & Block, counsel to the Corporation, in form and substance satisfactory to the Investor and its counsel.
Opinion of Corporation's Counsel. The Purchaser shall have received from counsel to the Corporation an opinion in the form attached hereto.
Opinion of Corporation's Counsel. The Corporation shall have delivered to the Buyer an opinion of the Corporation's counsel, Xxxx X. Xxxxxxxx, 000 Xxxxxx Xxxxxx, Panama City, Florida 32401, dated the Closing Date, that the Corporation's corporate existence, good standing, and authorized and issued stock are as stated in subparagraphs (a) and (b) of paragraph 7; and that, except as may be specified by such counsel, he does not know or have any reasonable grounds to know of any litigation, proceeding, or governmental investigation pending or threatened against, or relating to, the Corporation, its properties, or business.
Opinion of Corporation's Counsel. Xxxxxx shall have received a legal opinion of the Corporation’s Counsel in form and substance satisfactory to Xxxxxx and Xxxxxx’x Counsel, acting reasonably, and customary for transactions of this nature.
Opinion of Corporation's Counsel. The Purchaser shall have received from counsel to the Corporation an opinion with respect to the representations set forth in the first sentence of Section 3.3 hereof, and on the basis of such counsel's review of the Other Agreements and certificates of officers of the Corporation as to factual matters, with respect to the representations set forth in the second sentence and clause (ii) of the third sentence relating to pre-emptive rights of Section 3.3 hereof.
Opinion of Corporation's Counsel. Prior to the Closing Date, each Purchaser will have received from Xxxxxxxx & Xxxxx, counsel for the Corporation, the opinion addressed to each Purchaser in the form as attached hereto as Exhibit E.
