Opinion of Counsel for Merging Corporation Sample Clauses

Opinion of Counsel for Merging Corporation. The Surviving Corporation shall receive an opinion, addressed to the Surviving Corporation and dated as of the date of the closing, of Xxxxxxx X. Xxxxxx, Esq., in form satisfactory to the Surviving Corporation to the effect that: 11.6.1 The Merging Corporation is a corporation duly organized, validly existing, and in good standing under the laws of the state of Texas and has the corporate power to own its property and to conduct its business as then being conducted. 11.6.2 The execution, delivery, and performance of this agreement by Merging Corporation have been duly authorized by all requisite corporate action, and this agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Merging Corporation in accordance with its terms. 11.6.3 The authorized, issued, and outstanding capital stock of the Merging Corporation is correctly set forth and described in Section 6.2 of this agreement. All of the issued and outstanding shares of the Merging Corporation are duly authorized, validly issued and outstanding, fully paid, and nonassessable. 11.6.4 The execution and delivery of this agreement and the consummation of the merger do not conflict with, or result in a breach of, or constitute a default under, the Articles of Incorporation or bylaws of the Merging Corporation, or any agreement or instrument, of which such counsel has knowledge and to which the Merging Corporation is a party or by which it is bound. 11.6.5 Except as may be specified in writing by such counsel, counsel does not know of any material default or any meritorious basis for any claim of such default of any litigation, proceeding, or governmental investigation which is pending or threatened against or relates to the Merging Corporation, its property or business, or which seeks to restrain or obtain damages or other relief in connection with this agreement or the consummation of the merger.
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Related to Opinion of Counsel for Merging Corporation

  • Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of counsel for Fund (1) With respect to the status of the shares of Fund in the new form under the Securities Act of 1933, and any other applicable federal or state laws. (2) To the effect that the issued shares in the new form are, and all unissued shares will be when issued, validly issued, fully paid and non-assessable.

  • Opinion of Counsel for the Company On each of the First Closing Date and each Option Closing Date, the Representative shall have received the opinion of Xxxxxxxx & Xxxxx LLP, U.S. counsel for the Company, dated as of such date, in form and substance satisfactory to the Representative.

  • 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, Etc At the Closing, the Purchasers shall have received an opinion of counsel to the Company, dated the date of the Closing, in the form of Exhibit G hereto, and such other certificates and documents as the Purchasers or its counsel shall reasonably require incident to the Closing.

  • Opinion of Counsel for Underwriter The opinion of Xxxxxx Price P.C., counsel for the Underwriter, dated such Date of Delivery, relating to the 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.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

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