Opinion of Counsel for THCG Sample Clauses

Opinion of Counsel for THCG. The Sole Shareholder shall have received a written opinion of counsel for THCG, Bronson & Migliaccio, LLP and for items (7) and (8) set forth belox Xxxxxr Lxxxx Xxxxxlis & Frankel, LLP for the Liquidating Trust datxx xx xx xxx Xxxxxxx Datx, xxxxessed to the Sole Shareholder satisfactory in form and substance to the Sole Shareholder and to the effect that: (1) THCG is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of the State of Delaware; (2) on the Closing Date all of the THCG Shares to be issued in the Exchange will be duly authorized, validly issued, fully paid and non-assessable; (3) this Exchange Agreement and the other agreements delivered by THCG at Execution or Closing are valid and binding obligations of THCG enforceable against THCG in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity; (4) this Exchange Agreement and the other agreements delivered by THCG at Execution or Closing have been duly executed and delivered by THCG, and the execution, delivery and performance of this Exchange Agreement and the other agreements delivered by THCG at Execution or Closing have been duly authorized by all requisite corporate action on the part of THCG; (5) THCG has all necessary corporate power and authority to enter into this Exchange Agreement and the other agreements to be delivered by THCG at Execution or Closing; (6) the execution, delivery and performance by THCG of this Exchange Agreement and the other agreements to be delivered by THCG at Execution or Closing do not require on the part of THCG any consent, approval, authorization or other order of, action by, filing with or notification to any governmental authority, other than the Securities and Exchange Commission and analogous state authorities; (7) that the Spin-Off has been effected in compliance with applicable law in all material respects; and (8) the obligations and liabilities of the Trust with respect to its obligations to THCG as set forth herein or in the Liquidating Trust Agreement are enforceable in accordance with their terms.
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Related to Opinion of Counsel for THCG

  • 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 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 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, 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 Underwriter The Underwriters shall have received on and as of the Closing Date an opinion of Sidley Austin LLP, counsel for the Underwriters, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Counsel for the Underwriters On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date.

  • 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 The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • Legal Opinion of Counsel The Administrative Agent shall have received an opinion or opinions (including, if requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party, opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and opinions as to the non-contravention of the Credit Parties’ organizational documents and Material Contracts).

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