Opinion of Counsel of Intelispan Sample Clauses

Opinion of Counsel of Intelispan. Devise shall have received from Ellis, Funk, Goldxxxx, Xxboxxxx & Xokson, P.C., counsel to Intelispan, an opinion, dated the Closing Date, in form and substance satisfactory to Devise to the effect that (i) each of Intelispan and Acquisition is a corporation duly organized and validly existing and in good standing under the laws of its state of incorporation, (ii) Intelispan has the corporate power to carry on its business as now being conducted, (iii) the shares of Intelispan Common Stock for which the shares of Devise Common Stock are to be exchanged pursuant to the Merger have been duly authorized and, immediately after the Effective Date of the Merger, will be duly and validly issued and will be fully paid and nonassessable, and, provided that Devise supplies Intelispan with reasonably satisfactory representations with respect to the identity of each shareholder of Devise, his state of residence and accredited investor status, and that Ward xxxll serve as purchaser representative for any unaccredited shareholders, that such issuance shall not violate any state or federal securities laws or contravene the pre-emptive rights of any person, (iv) this Agreement has been duly executed and delivered by Intelispan and Acquisition and this Agreement is the valid, binding and enforceable (subject to equity principles of general application and to bankruptcy, reorganization, insolvency and moratorium laws and other laws from time to time in effect affecting the enforcement of creditors' rights generally and no opinion shall be required with respect to the enforceability of any liquidated damage provision contained herein) obligation of Intelispan and Acquisition, and (v) all corporate action by the Boards of Directors of Intelispan and Acquisition required to authorize the Merger has been taken, and each of Intelispan and Acquisition has the corporate power to effect the Merger provided for in this Agreement. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, as to matters of fact, upon certificates of state officials and of corporate officers of Intelispan, provided the extent of such reliance is specified in such opinion.
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Related to Opinion of Counsel of Intelispan

  • 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, 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 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 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 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.

  • 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).

  • 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 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.

  • 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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