Opinion of Counsel for Xxxxxxx Sample Clauses

Opinion of Counsel for Xxxxxxx. Signature shall have received ------------------------------ an opinion, dated the date of the Effective Time of the Merger, of Xxxxxx & Xxxxxxx, A Professional Corporation, counsel for Xxxxxxx, in form and substance satisfactory to Signature, to the effect that: (a) Xxxxxxx is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and Xxxxxxx has all requisite corporate power and authority to own, operate and lease its respective properties and assets and to carry on its respective businesses as now being conducted; (b) Xxxxxxx and each Xxxxxxx Subsidiary is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction specified in such opinion; (c) Xxxxxxx has the requisite corporate power and authority to enter into and perform its obligations under this Agreement; the execution and delivery of this Agreement by Xxxxxxx and the consummation by Xxxxxxx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Xxxxxxx; this agreement has been duly executed and delivered by Xxxxxxx and constitutes the legal, valid and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms except as enforceability may be subject to (i) any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting creditors' rights and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) Neither the execution and delivery of this Agreement by Xxxxxxx, nor the consummation of the transactions contemplated hereby to be performed by Xxxxxxx, will (i) violate or conflict with any provision of the Articles of Incorporation, as amended, or By-laws, as currently in effect, of Xxxxxxx or (ii) violate or conflict with any provision of any law, rule, regulation, order, permit, certificate, writ, judgment, injunction, decree, determination, award or other decision of any Governmental Entity, other regulatory or self-regulatory body or association or arbitrator binding upon Xxxxxxx or any Xxxxxxx Subsidiary or any of their respective properties, except where such violations or conflicts would not in the aggregate have a Material Adverse Effect on the business, financial condition or properties of Xxxxxxx and its Subsidiaries taken as a whole or on the ability of Xxxxxxx to consummate the transactions contempl...
Sample 1
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Opinion of Counsel for Xxxxxxx. At Closing Time, the Representatives shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx Xxxxx, in-house counsel for Xxxxxxx and Astec, 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 B hereto.
Sample 1
Opinion of Counsel for Xxxxxxx. The favorable opinion of Xxxxxx Xxxxx, in-house counsel for Xxxxxxx and Astec, in form and substance satisfactory to 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(c) hereof.
Sample 1
Opinion of Counsel for Xxxxxxx. Xxxxxxx and SAC shall have delivered to Shareholder an opinion of its counsel, Xxxx X. Xxxxxx, XX, Esq., dated the date of the Closing and satisfactory to Shareholders and their counsel, in substantially the form attached hereto as Exhibit D.
Sample 1

Related to Opinion of Counsel for Xxxxxxx

  • 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 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 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, 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 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 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 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 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 to the Borrower A favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Dechert LLP, counsel for the Obligors, in form and substance reasonably acceptable to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

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