Opinion of Counsel to Parent. The Company shall have received, on and as of the Closing Date, an opinion of Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Articles of Incorporation or Bylaws of Parent or Sub.
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Samples: Merger Agreement (Healthwatch Inc)
Opinion of Counsel to Parent. The Company shall have received, on and as of the Closing Date, an opinion of XxxxXxxxxx, Plant, Xxxxx, Xxxxxx & Xxxxx & Xxxxxxx, P.A.LLP, counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the state State of their incorporationDelaware, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Articles Certificate of Incorporation or Bylaws of Parent or Sub.
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Opinion of Counsel to Parent. The Company shall have received, ---------------------------- on and as of the Closing Date, an opinion of Xxxx, Plant, Xxxxx, Xxxxx & Xxxxxxx, P.A., counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the state of their incorporation, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Articles of Incorporation or Bylaws of Parent or Sub.
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Opinion of Counsel to Parent. The Company shall have received, ---------------------------- on and as of the Closing Date, an opinion of XxxxXxxxxx, Plant, Xxxxx, Xxxxxx & Xxxxx & Xxxxxxx, P.A.LLP, counsel to Parent, in usual and customary form reasonably acceptable to the Company, to the effect that (i) Parent and Sub are corporations duly incorporated, validly existing and in good standing under the laws of the state State of their incorporationDelaware, (ii) the execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action, (iii) this Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable in accordance with its terms (subject to customary exceptions), and (iv) the execution and delivery of this Agreement does not, and the consummation by Parent and Sub of the transactions contemplated hereby will not violate the Articles Certificate of Incorporation or Bylaws of Parent or Sub.
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