Opinion of Counsel for the Sole Shareholder Sample Clauses

Opinion of Counsel for the Sole Shareholder. THCG shall have received a written opinion of counsel for the Sole Shareholder dated as of the Closing Date, addressed to THCG satisfactory in form and substance to THCG and the liquidating trust that: (1) the Company is a corporation duly organized, validly existing and in good standing under and by virtue of the laws of its state of incorporation; (2) the Company has no subsidiaries and the Company is entitled to own or lease its property; (3) counsel has no knowledge of any pending litigation to which the Company or Sole Shareholder is a party or any threatened litigation against the Company other than has been disclosed in Schedules to the Exchange Agreement; (4) to such counsel's knowledge, except as disclosed on Schedule 3(f) the Company is not in default of any of the agreements disclosed on Schedule 3(f); (5) all of the shares of the Company's Common Stock are duly authorized, validly issued, fully paid and non-assessable and owned of record and beneficially by the Sole Shareholder; (6) counsel has no knowledge of any restrictions on the transferability of the Company's Common Stock, except for such restrictions as may be imposed by federal or state securities laws; (7) none of the transactions contemplated by this Exchange Agreement will violate or constitute a material default or ground for revocation or acceleration under any provisions of any lease, contract, agreement, indenture, license or any instrument to which the Company is bound and which is disclosed in a Schedule to this Exchange Agreement or will violate any of the above which is or purports to be binding upon the Company or its assets; and (8) this Exchange Agreement has been duly authorized, executed by the Sole Shareholder and the Company and is a valid and binding obligation of the Sole Shareholder and the Company enforceable 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.
Sample 1
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Related to Opinion of Counsel for the Sole Shareholder

  • 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 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 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 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 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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