Opinion of Counsel for the Company and the Shareholders Sample Clauses
Opinion of Counsel for the Company and the Shareholders. Buyer shall have received the favorable opinion of The Milling Firm, counsel for the Company and the Shareholders, dated the Closing Date, in the form attached as Exhibit 4.1(f).
Opinion of Counsel for the Company and the Shareholders. Brouxxxxx xxxll have received an opinion of counsel for the Company and the Shareholders, dated the Closing Date, with respect to such matters as Brouxxxxx xxx reasonably request and to the effect that:
(1) The Company and its Subsidiaries are corporations duly organized, validly existing and in good standing under the laws of the their respective jurisdictions of incorporation or formation and are duly authorized to own its properties and to conduct its business as then being conducted.
(2) The authorized capitalization of the Company and its Subsidiaries is as set forth in such opinion and the shares of Company Stock issued and outstanding (as of a date specified in such opinion not more than 5 days prior to the date of such opinion) are as stated in such opinion. Such issued and outstanding shares of stock are validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights of the shareholders of the Company. As of such date, there are, to the best of such counsel's knowledge, no options, warrants, rights, commitments or convertible securities outstanding or authorized on behalf of the Company or its Subsidiaries, calling for the purchase from it of shares of unissued capital stock, except as contemplated by this Agreement.
(3) The Company had the corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Shareholders and constitutes the legal, valid and binding obligation of the Company and the Shareholders, enforceable in accordance with its terms.
(4) All necessary corporate proceedings of the Directors and the shareholders of the Company, to the extent required by law, its Articles of Incorporation and By-laws or otherwise, to authorize the execution and delivery of this Agreement by the Company and the Shareholders and the consummation of the Merger by the Company pursuant to this Agreement have been duly and validly taken. The number of shares of stock of the Company voted for and against the Merger are as stated in such counsel's opinion; and the shareholders' invoking their rights to dissent and appraisal are as stated in such counsel's opinion.
(5) Such counsel has reviewed the IPO Registration Statement filed by Brouxxxxx xx described in
(6) The consummation of the Merger will not violate or result in a breach of, or constitute a default under, the Articles of Incorporation or By...
Opinion of Counsel for the Company and the Shareholders. Buyer shall have received the favorable opinion of Jeasonne & Xxxxxxxx LLC, counsel for the Company and the Shareholders, dated the Closing Date, in the form attached as Exhibit 4.1f.
Opinion of Counsel for the Company and the Shareholders. The Company and the Shareholders shall have furnished Purchaser with an opinion dated the Closing Date of Nowalsky & Xxxxxxxx, L.L.P., counsel for the Company and Shareholders, in form attached hereto as "Exhibit C".
Opinion of Counsel for the Company and the Shareholders. N2H2 shall have received the opinion letter of Deacons Grahxx & Xamex, xxunsel for the Company and the Shareholders, dated the Closing Date, in a form reasonably acceptable to the N2H2.
Opinion of Counsel for the Company and the Shareholders. Buyer shall have received the opinion of Jeffer, Xxxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Company and the Shareholders, dated the Closing Date, in form and substance reasonably acceptable to Buyer.
Opinion of Counsel for the Company and the Shareholders. ASI has received the favorable opinion of Chucker & Reibach, special counsel to the Company and the Non-ESOP Shareholders, dated the Effective Date, substantially in the form and to the effect set forth in EXHIBIT 6.1(d).
Opinion of Counsel for the Company and the Shareholders. Buyer shall have received the opinion of Xxxxxxx Xxxxx & Xxxxx LLP, counsel for the Company, and Lex Caribbean, counsel for the Shareholders, dated the Closing Date, in substantially the form attached as Exhibit 6.3.
Opinion of Counsel for the Company and the Shareholders. Buyer will have received the opinion of Birch & Bush, P.C., counsel for the Company and the Shareholders, dated the Cxxxxng Date, in substantially the form attached as Exhibit D.