Opinion of Counsel to Company. On the date hereof, the Agents shall have received an opinion from Xxxxx Xxxxxxxxxx LLP, counsel to the Company, dated as of the date hereof and in form and substance satisfactory to counsel for the Agents to the effect that: (i) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware. (ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture, and to issue, sell and deliver the Notes. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Notes, other than registration thereof under the 1933 Act, the qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes are to be offered or sold. (vi) The Notes, when the final terms of a particular Note and its issuance and sale have been established in accordance with the provisions of the Indenture and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the purchasers thereof in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Notes is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies. (vii) The Registration Statement has been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated. (viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Notes and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Notes are to be offered. (ix) The Registration Statement, as of the later of its effective date and the date the most recent Annual Report was filed with the Commission, and the Prospectus, as of the date of the prospectus supplement relating to the Notes, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related applicable rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including, without limitation, the Statement of Eligibility under the 1939 Act of the Trustee on Form T-1 incorporated by reference therein (the "Form T-1"). (x) The statements in the Prospectus under the captions "Description of Debt Securities" and "Description of the Notes," insofar as they purport to summarize certain provisions of the Notes and the Indenture, fairly present the information required by Form S-3. In rendering the opinions set forth above, such counsel may state that, with respect to Notes the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.
Appears in 1 contract
Opinion of Counsel to Company. On the date hereofClosing Date, the Agents Underwriters shall have received an opinion from Xxxxx Xxxxxxxxxx LLP, counsel to the Company, dated as of the date hereof Closing Date and in form and substance satisfactory to counsel for the Agents Underwriters to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the State state of Delaware.
(ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture, Indenture and to issue, sell and deliver the NotesDebt Securities.
(iii) This Agreement has been duly authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Notes, Debt Securities other than registration thereof under the 1933 Act, the qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes Debt Securities are to be offered or sold.
(vi) The NotesDebt Securities, when the final terms of a particular Note and its issuance and sale have been established in accordance with the provisions of the Indenture and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the purchasers thereof Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Notes Debt Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(vii) The Registration Statement has been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated.
(viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Notes Debt Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Notes Debt Securities are to be offered.
(ix) The Registration Statement, as of the later of its effective date and the date the most recent Annual Report was filed with the Commission, and the Prospectus, as of the date of the prospectus supplement relating to the Notesits date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related applicable rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including, without limitation, including the Statement of Eligibility under the 1939 Act of the Trustee on Form T-1 incorporated by reference therein (the "Form T-1")therein.
(x) The statements in the Prospectus under the captions "Description of Debt Securities" and "Description of the Notes," insofar as they purport to summarize certain provisions of the Notes and the Indenturedocuments specifically referred to therein, fairly present the information required by Form S-3.
(xi) Although the discussion set forth in the Prospectus under the headings "United States Tax Documentation Requirements for United States Aliens" and "United States Federal Income Tax Considerations for United States Aliens" does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, with respect to Notes Debt Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.
Appears in 1 contract
Opinion of Counsel to Company. On the date hereofClosing Date, the Agents Underwriters shall have received an opinion from Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, counsel to the Company, dated as of the date hereof ax xx xxx Xxxxxxx Date and in form and substance satisfactory to counsel for the Agents Underwriters to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the State state of Delaware.
(ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture, Indenture and to issue, sell and deliver the NotesDebt Securities.
(iii) This Agreement has been duly authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Notes, Debt Securities other than registration thereof under the 1933 Act, the qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes Debt Securities are to be offered or sold.
(vi) The NotesDebt Securities, when the final terms of a particular Note and its issuance and sale have been established in accordance with the provisions of the Indenture and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the purchasers thereof Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Notes Debt Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(vii) The Registration Statement has been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated.
(viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Notes Debt Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Notes Debt Securities are to be offered.
(ix) The Registration Statement, as of the later of its effective date and the date the most recent Annual Report was filed with the Commissiondate, and the Prospectus, as of the date of the prospectus supplement relating to the Notesits date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related applicable rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including, without limitation, including the Statement of Eligibility under the 1939 Act of the Trustee on Form T-1 incorporated by reference therein (the "Form T-1")therein.
(x) The statements in the Prospectus under the captions "Description of Debt Securities" and "Description of the Notes," insofar as they purport to summarize certain provisions of the Notes and the Indenturedocuments specifically referred to therein, fairly present the information required by Form S-3.
(xi) Although the discussion set forth in the Prospectus under the headings "United States Tax Documentation Requirements for United States Aliens" and "United States Federal Income Tax Considerations for United States Aliens" does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, with respect to Notes Debt Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.
Appears in 1 contract
Opinion of Counsel to Company. On the date hereof, the Agents shall have received an opinion from Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, counsel to the Company, dated as of the date hereof xx xx xxx xxxx xereof and in form and substance satisfactory to counsel for the Agents to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.
(ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture, and to issue, sell and deliver the Notes.
(iii) This Agreement has been duly authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Notes, other than registration thereof under the 1933 Act, the qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes are to be offered or sold.
(vi) The Notes, when the final terms of a particular Note and its issuance and sale have been established in accordance with the provisions of the Indenture and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the purchasers thereof in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Notes is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(vii) The Registration Statement has been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated.
(viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Notes and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Notes are to be offered.
(ix) The Registration Statement, as of the later of its effective date and the date the most recent Annual Report was filed with the Commissiondate, and the Prospectus, as of the date of the prospectus supplement relating to the Notes, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related applicable rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including, without limitation, the Statement of Eligibility under the 1939 Act of the Trustee on Form T-1 incorporated by reference therein (the "Form T-1").
(x) The statements in the Prospectus under the captions "Description of Debt Securities" and "Description of the Notes," insofar as they purport to summarize certain provisions of the Notes and the Indenture, fairly present the information required by Form S-3. In rendering the opinions set forth above, such counsel may state that, with respect to Notes the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.
Appears in 1 contract
Opinion of Counsel to Company. On the date hereofClosing Date, the Agents Underwriters shall have received an opinion from Xxxxx Xxxxxxxxxx LLPllp, counsel to the Company, dated as of the date hereof Closing Date and in form and substance satisfactory to counsel for the Agents Underwriters to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the State state of Delaware.
(ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture, Indenture and to issue, sell and deliver the NotesSecurities and to issue the Common Stock upon conversion of the Securities.
(iii) This Agreement has been duly authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Notes, Securities or the issuance of the Common Stock upon conversion of the Securities other than registration thereof under the 1933 Act, the qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes Securities are to be offered or soldsold or the Common Stock is to be issued upon conversion of the Securities.
(vi) The NotesSecurities, when the final terms of a particular Note and its issuance and sale have been established in accordance with the provisions of the Indenture and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the purchasers thereof Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Notes Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies, and will be convertible into shares of Common Stock in accordance with the terms of the Securities and the Indenture.
(vii) The Registration Statement has been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated.
(viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Notes Securities, the issuance of the shares of Common Stock upon conversion of the Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Notes Securities are to be offeredoffered or the Common Stock is to be issued upon conversion of the Securities.
(ix) The Registration Statement, as of at the later of its effective date and time the date the most recent Annual Report was filed with the Commissionfiled, and the Prospectus, as of the date of the prospectus supplement relating to the Notesits date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related applicable rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including, without limitation, including the Statement of Eligibility under the 1939 Act of the Trustee on Form T-1 incorporated by reference therein (the "Form T-1")therein.
(x) The statements in the Prospectus under the captions "Description of Debt Securities," "Description of Notes" and "Description of the NotesCommon Stock," insofar as they purport to summarize certain provisions of the Notes and the Indenturedocuments specifically referred to therein, fairly present the information required by Form S-3.
(xi) Although the discussion set forth in the Prospectus under the headings "Certain United States Income Tax Considerations" does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Securities or the Common Stock issuable upon conversion of the Securities, in such counsel's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein.
(xii) (A) The shares of Common Stock issuable upon conversion of the Securities have been duly authorized and reserved for issuance by the Company upon such conversion by all necessary corporate action on the part of the Company and such shares, when duly issued upon such conversion in accordance with the terms of the Indenture and the Securities, will be validly issued, fully paid and non-assessable; and (B) neither the issuance of the Securities nor the issuance of the shares of Common Stock upon conversion of the Securities is subject to preemptive rights arising under the Restated Certificate of Incorporation or Bylaws, as amended, of the Company or the Delaware General Corporation Law. In rendering the opinions set forth above, such counsel may state that, with respect to Notes Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.
Appears in 1 contract
Opinion of Counsel to Company. On the date hereofClosing Date, the Agents Underwriters shall have received an opinion from Xxxxx Xxxxxxxxxx LLP, counsel to the Company, dated as of the date hereof Closing Date and in form and substance satisfactory to counsel for the Agents Underwriters to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the State state of Delaware.
(ii) The Company has the corporate power and corporate authority to enter into and perform its obligations under this Agreement and the Indenture, to borrow money as contemplated in this Agreement and the Indenture, Indenture and to issue, sell and deliver the NotesDebt Securities.
(iii) This Agreement has been duly authorized, executed and delivered by the Company.
(iv) The Indenture has been duly authorized by all necessary corporate action on the part of the Company and duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to the qualification that the enforceability of the Indenture is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(v) No Governmental Approval is required on the part of the Company in connection with the issuance or sale of the Notes, Debt Securities other than registration thereof under the 1933 Act, the qualification of the Indenture under the 1939 Act, and such registrations or qualifications as may be necessary under the securities or Blue Sky laws of the various United States jurisdictions in which the Notes Debt Securities are to be offered or sold.
(vi) The NotesDebt Securities, when the final terms of a particular Note and its issuance and sale have been established in accordance with the provisions of the Indenture and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the purchasers thereof Underwriters in accordance with the terms of this Agreement, will constitute valid and binding obligations of the Company, Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the qualification that the enforceability of the Notes Debt Securities is subject to and may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally, (b) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, (c) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (d) requirements that a claim with respect to any Notes Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (e) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency, currency units or composite currencies.
(vii) The Registration Statement has been declared effective under the 1933 Act and the Indenture has been qualified under the 1939 Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated.
(viii) The execution and delivery of this Agreement and the Indenture by the Company, the issuance and sale of the Notes Debt Securities and the performance by the Company of its obligations under this Agreement and the Indenture will not (A) violate the Restated Certificate of Incorporation or Bylaws, as amended, of the Company, (B) violate any Applicable Laws or (C) breach or otherwise violate any obligation of or restriction on the Company under any judgment, decree or order, applicable to the Company and known to such counsel, of any court or Governmental Authority entered in any proceeding to which the Company was or is now a party or by which it is bound; provided, that such counsel may state that no opinion is expressed as to the securities or Blue Sky laws of the various jurisdictions in which any of the Notes Debt Securities are to be offered.
(ix) The Registration Statement, as of the later of its effective date and the date the most recent Annual Report was filed with the Commissiondate, and the Prospectus, as of the date of the prospectus supplement relating to the Notesits date, appeared on their face to comply as to form in all material respects with the applicable requirements of the 1933 Act and the related applicable rules and regulations of the Commission thereunder then in effect, except that in each case such counsel need not express an opinion as to (i) the Incorporated Documents, (ii) the financial statements, schedules and other financial and statistical data included or incorporated by reference therein or excluded therefrom or (iii) the exhibits to the Registration Statement, including, without limitation, including the Statement of Eligibility under the 1939 Act of the Trustee on Form T-1 incorporated by reference therein (the "Form T-1")therein.
(x) The statements in the Prospectus under the captions "Description of Debt Securities" and "Description of the NotesBonds," insofar as they purport to summarize certain provisions of the Notes and the Indenturedocuments specifically referred to therein, fairly present the information required by Form S-3.
(xi) Although the discussion set forth in the Prospectus under the heading "Material United States Federal Tax Considerations" does not purport to discuss all possible United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities, in such counsel's opinion, such discussion constitutes, in all material respects, a fair and accurate summary of the United States Federal income tax consequences of the purchase, ownership, and disposition of the Debt Securities by the holders addressed therein, based upon current law and subject to the qualifications set forth therein. In rendering the opinions set forth above, such counsel may state that, with respect to Notes Debt Securities the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, no opinion is expressed with respect to the Commodity Exchange Act, as amended, or the rules, regulations and interpretations of the Commodities Futures Trading Commission promulgated thereunder.
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