Opinion of Counsel of Airways Sample Clauses

Opinion of Counsel of Airways. VJET shall have received from Brigxx & Xorgxx, xxunsel to Airways, an opinion, dated the Closing Date, in form and substance satisfactory to VJET's counsel, Ellis, Funk, Goldxxxx, Xxboxxxx & Xokson, P.C., to the effect that (i) each of Airways and its Subsidiaries is a corporation duly organized and validly existing and in good standing under the laws of the jurisdiction of its respective incorporation, (ii) each of Airways and its Subsidiaries is duly qualified or licensed, as may be required, as a foreign corporation, and in good standing in each jurisdiction where the failure to do so would constitute a Material Adverse Effect, (iii) each of Airways and its Subsidiaries has the corporate power to carry on its business as now being conducted, (iv) the authorized capital stock of Airways is as set forth in Section 2.03 hereof, and stating the number of such shares which have been issued, and that such issued shares have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable, (v) all of the outstanding shares of capital stock of the Airways Subsidiaries are directly or indirectly owned free and clear of all liens, charges or encumbrances, all of such shares have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable, and neither Airways nor its Subsidiaries is a party to or bound by any outstanding option or agreement to sell, issue or otherwise dispose of any capital stock of Airways or its Subsidiaries except the Airways options and warrants referred to in Section 2.03 hereof, and (vi) this Agreement and the Plan of Merger each has been duly executed and delivered by Airways and is the valid, binding and enforceable obligation of Airways (subject to equity principles of general application and to applicable bankruptcy, reorganization, insolvency and moratorium laws and other laws from time to time in effect affecting the enforcement of creditor's rights generally and no opinion shall be required with respect to the enforceability of any liquidated damage provision contained herein), and all corporate action by the Board of Directors and stockholders of Airways required to authorize the Merger has been taken, and Airways has the corporate power to effect the Merger provided for in this Agreement and the Plan of Merger. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, on opinions of local counsel as to mat...
Sample 1
AutoNDA by SimpleDocs

Related to Opinion of Counsel of Airways

  • 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 Buyer The Sellers shall have received an opinion of counsel to the Buyer, in form and substance satisfactory to the Sellers.

  • Opinion of Counsel for U S. Underwriters. The favorable opinion of Vinsxx & Xlkixx X.X.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. 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 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 Seller The Buyer shall have received a favorable opinion from counsel for the Seller dated the date of the Closing, in form satisfactory to counsel for the Buyer, to the effect that:

  • 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 The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

  • 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 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.

  • 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).

Time is Money Join Law Insider Premium to draft better contracts faster.