Opinion of Counsel for the Shareholders Sample Clauses

Opinion of Counsel for the Shareholders. Purchaser shall have received ----------------------------------------- an opinion from Xxxxxxxxxx, Doll & XxXxxxxx, counsel for the Shareholders, dated the Closing Date, substantially in the form attached hereto as Annex 7.3.
Sample 1
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Opinion of Counsel for the Shareholders. The Shareholders shall deliver to Purchaser an opinion of counsel (“Shareholders’ Counsel”) for the Shareholders, in the form of Exhibit 7.03 dated the Closing Date, to the effect that: (a) Acquired Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power to carry on the business in which it is engaged; (b) The shares of common stock of Acquired Corporation to be delivered to Purchaser hereunder have been duly authorized, validly issued, fully paid and non-assessable; (c) None of the Shareholders is a party to any contract or agreement that prevents the Shareholders from delivering good title to the shares of Acquired Corporation’s common stock pursuant to the terms of this Plan of Reorganization; (d) This Plan of Reorganization is the valid and binding obligation of each of the Shareholders, in accordance with its terms; (e) Shareholders’ Counsel has no knowledge of any facts that might adversely affect the title of Purchaser to the shares of common stock of Acquired Corporation to be delivered pursuant to the terms of this Plan of Reorganization.; and (f) Shareholders’ Counsel has no knowledge of any material litigation, or governmental investigation or labor dispute pending or threatened against Acquired Corporation, its business or properties, or any of the Shareholders. In rendering the opinion specified in this paragraph, Shareholders’ Counsel may rely on certificates of public officials, certificates of officers of Acquired Corporation, and any other evidence that Shareholders’ Counsel deems appropriate.
Sample 1
Opinion of Counsel for the Shareholders. Buyer shall have received from L. Xxxxxxxx Xxxxxx, Esquire, Xxxxxx and Xxxxxx, P.C., or other counsel satisfactory to Buyer a favorable written opinion, dated the Closing Date and in substantially the form attached hereto as Exhibit A. In rendering the foregoing opinion, such counsel may rely on the opinions, satisfactory in form and substance to Buyer, of other counsel satisfactory to Buyer.
Sample 1
Opinion of Counsel for the Shareholders. Purchaser shall have received the opinion of Browx, Xxxx & Xeybxxx, XXLC, counsel for the Shareholders, addressed to Purchaser and dated the Closing Date substantially to the effect set forth in Annex I hereto.
Sample 1
Opinion of Counsel for the Shareholders. 24 5.1.6. Consents Under Key Agreements...................................25 5.1.7. No Material Adverse Change......................................25 5.1.8. Termination Statements..........................................25
Sample 1
Opinion of Counsel for the Shareholders. The Purchaser shall have received an opinion, dated the Closing Date, of Schwartz, Tobia, Stanxxxxx, Xxsexxxxxx & Xedixx, xxunsel for the Shareholders (or of any other counsel for the Shareholders reasonably satisfactory to the Purchaser in respect of matters of local law), as to matters customary for
Sample 1

Related to Opinion of Counsel for the Shareholders

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, 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, substantially to the effect set forth set forth in Exhibit B hereto.

  • 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 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 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 PRC Counsel for the Company At each Closing Date, the Underwriters shall have received the written opinion of Xxxxxxxxx Law Offices, PRC counsel for the Company, dated such Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

  • Opinion and 10b-5 Statement of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • 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 the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Opinion of U.S. Counsel for the Company The Company shall have requested and caused Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, counsel for the Company, to have furnished to the Representative its opinions dated the Closing Date and addressed to the Representative in form and substance acceptable to the Representative.

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