OPINION OF COUNSEL FOR WIEN Sample Clauses

OPINION OF COUNSEL FOR WIEN. MM2 shall have received an opinion of L. Stephen Albright, counsel to Wien (NY) and Wien (NJ), dated as of thx Xxxxxxx, xxxxx is addressed to MM2 and the MM2 Shareholders and is satisfactory in form and substance to MM2 and its counsel, to the effect that: (a) The Reincorporation has been validly consummated in accordance with the terms of the merger agreement related thereto. (b) On the date of signing of this Agreement (the "Signing Date"), Wien (NY) was a corporation duly organized, validly existing and in good standing under the laws of the State of New York; (c) Wien (NJ) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (d) On the Signing Date, Wien (NY) had corporate power and authority to enter into this Agreement and the transactions and documents contemplated thereby and to perform its obligations thereunder, and Wien (NY) had corporate power and authority to own its properties and assets and to conduct its present business; (e) Wien (NJ) has corporate power and authority to perform its obligations under this Agreement and the transactions and documents contemplated thereunder, and Wien (NJ) has corporate power and authority to own its properties and assets and to conduct its present business; (f) The execution, delivery and performance of this Agreement and the other agreements to be delivered pursuant hereto by the applicable Wien Entities have been duly authorized and approved by such Wien Entities, and such agreements constitute the valid and binding obligations of each Wien Entity, duly enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally, and such agreements do not contravene any applicable law, judgments, outstanding documents, by-laws, contracts or instruments by which a Wien Entity or its assets are bound or to which they are subject; (g) Immediately after the Reincorporation, the authorized capital stock of Wien (NJ) consists of 450,000,000 shares of Class A Common Stock, 7,379,272 of which are outstanding, 50,000,000 shares of Class B Common Stock, none of which are outstanding, and 1,000,000 shares of Preferred Stock, none of which are outstanding; and (h) The Wien (NJ) Shares to be issued and delivered at the Closing are duly authorized, validly issued, fully paid and non-assessable, and free of pre-emptive rights.
Sample 1
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Related to OPINION OF COUNSEL FOR WIEN

  • 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 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 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 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 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 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.

  • 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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