Common use of Opinion of Counsel to Be Given to Trustee Clause in Contracts

Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel certifying that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Indenture.

Appears in 5 contracts

Samples: Indenture (Pacira BioSciences, Inc.), Indenture (Teladoc Health, Inc.), Indenture (Teladoc, Inc.)

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Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received an Officer’s Officers’ Certificate and an Opinion of Counsel certifying that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this IndentureArticle 11.

Appears in 4 contracts

Samples: Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc)

Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel certifying that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, complies with this Indenture.

Appears in 4 contracts

Samples: Indenture (Egalet Corp), Indenture (Egalet Corp), Indenture (Rovi Corp)

Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no such In any consolidation, merger, sale, conveyance, transfer or lease shall be effective unless in which there is a Successor Person, the Trustee shall have received receive an Officer’s Officers’ Certificate and an Opinion of Counsel certifying as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, complies with the provisions of this IndentureArticle 11.

Appears in 3 contracts

Samples: Indenture (FireEye, Inc.), Indenture (FireEye, Inc.), Indenture (FireEye, Inc.)

Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received receive an Officer’s Certificate and an Opinion of Counsel certifying as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, complies with the provisions of this IndentureArticle 12.

Appears in 2 contracts

Samples: First Supplemental Indenture (Everbridge, Inc.), First Supplemental Indenture (Senseonics Holdings, Inc.)

Opinion of Counsel to Be Given to Trustee. If the such Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received receive an Officer’s Certificate and an Opinion of Counsel certifying as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, complies with the provisions of this IndentureArticle 11.

Appears in 2 contracts

Samples: Indenture (MP Materials Corp. / DE), Indenture (LendingTree, Inc.)

Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no No such consolidation, merger, sale, conveyance, transfer or lease pursuant to which the Company shall not be the Successor Company shall be effective unless the Trustee shall have received receive an Officer’s Certificate and an Opinion of Counsel certifying as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, complies with the provisions of this IndentureArticle 11.

Appears in 2 contracts

Samples: First Supplemental Indenture (Repligen Corp), First Supplemental Indenture (Repligen Corp)

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Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received receive an Officer’s Certificate and an Opinion of Counsel certifying stating that any all conditions precedent in the Indenture to such consolidation, merger, sale, conveyance, transfer or lease transaction and any such assumption and, if a related supplemental indenture have been satisfied and that the supplemental indenture is required the valid, binding obligations of the Successor Company, enforceable against such Successor Company in connection accordance with such transactionits terms, such supplemental indenture complies with this IndentureOpinion of Counsel to be subject to customary exceptions.

Appears in 1 contract

Samples: Indenture (New Relic, Inc.)

Opinion of Counsel to Be Given to Trustee. If the such Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received receive an Officer’s Certificate and an Opinion of Counsel certifying as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, complies with the provisions of this Indenture‎Article 11.

Appears in 1 contract

Samples: Indenture (LendingTree, Inc.)

Opinion of Counsel to Be Given to Trustee. If the Successor Company is not the Company, no No such consolidation, merger, sale, conveyance, transfer or lease in which the Successor Company is not the Company shall be effective unless the Trustee shall have received receive an Officer’s Certificate and an Opinion of Counsel certifying as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture indenture, complies with the provisions of this IndentureArticle 11.

Appears in 1 contract

Samples: Indenture (Gamida Cell Ltd.)

Opinion of Counsel to Be Given to Trustee. If the such Successor Company is not the Company, no such consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Trustee shall have received receive an Officer’s Certificate and an Opinion of Counsel certifying as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer transfer, lease or lease and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the provisions of this IndentureArticle 11 and Article 10 hereof, as applicable.

Appears in 1 contract

Samples: Indenture (J2 Global, Inc.)

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