OPINION OF COUNSEL TO SELLING SHAREHOLDERS Sample Clauses

OPINION OF COUNSEL TO SELLING SHAREHOLDERS. At the Closing Date you shall have received the opinion of Taft, Xxettinius & Hollister, counsel to the Selling Shareholders, to the effect that: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of each of the Selling Shareholders and is a valid and binding agreement of each of the Selling Shareholders, except as rights to indemnity hereunder may be limited under applicable law; (ii) To the best of such counsel's knowledge in reliance upon one or more certificates from the Selling Shareholders, without independent verification, (A) the execution, delivery and performance of this Agreement will not contravene any material agreement or other instrument binding upon any Selling Shareholder or any writ, order of injunction of any court or other governmental body and (B) no consent, approval, authorization or order of, or registration or filing with, any court or governmental body or agency is required for the performance of this Agreement by any Selling Shareholder, except such as are specified 14 15 and have been obtained and such as may be required by the securities or Blue Sky laws of the various states in connection with the offering of the Shares by the Underwriter (as to which such counsel need not express any opinion); (iii) Each of the Selling Shareholders has good, valid and marketable title to the shares of Common Stock to be sold by such Selling Shareholder and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver such shares to be sold by such Selling Shareholder pursuant to the terms of this Agreement. (iv) To the best knowledge of such counsel, the delivery of the certificates representing the shares of Common Stock to be sold by each Selling Shareholder pursuant to this Agreement against payment therefor as provided in this Agreement will pass valid title to such shares to the purchase thereof free and clear of any security interests, claims, liens, equities and other encumbrances, assuming that such purchasers are each "bona fide purchasers (as defined under Pennsylvania Law).
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OPINION OF COUNSEL TO SELLING SHAREHOLDERS. At the Initial Closing Date you shall have received the opinion of Taft, Xxettinius & Hollister, counsel to the Selling Shareholders, to the effect that: (i) This Agreement has been duly authorized, executed and delivered by or on behalf of each of the Selling Shareholders and is a valid and binding agreement of each of the Selling Shareholders, except as rights to indemnity hereunder may be limited under applicable law; (ii) To the best of such counsel's knowledge in reliance upon one or more certificates from the Selling Shareholders, without independent verification, (A) the execution, delivery and performance of this Agreement will not contravene any material agreement or other instrument binding upon any Selling Shareholder or any writ, order of injunction of any court or other governmental body and (B) no consent, approval, authorization or order of, or registration or filing with, any court or governmental body or agency is required for the performance of this Agreement by any Selling Shareholder, except such as are specified and have been obtained and such as may be required by the securities or Blue Sky laws of the various states in connection with the purchase and distribution of the Shares by the Underwriter (as to which such counsel need not express any opinion);
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OPINION OF COUNSEL TO SELLING SHAREHOLDERS. The Selling Shareholder has been duly incorporated and is validly existing [and is in good standing--FOR NON-ISRAELI ENTITIES] as a corporation under the laws of [___________] and has full right, power and authority to enter into the Underwriting Agreement, the Custody Agreement and the Power of Attorney.
Sample 1
OPINION OF COUNSEL TO SELLING SHAREHOLDERS. Each individual Selling Shareholder has the capacity, and each Selling Shareholder that is a trust has the power and authority under its governing trust documents, to enter into the Underwriting Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder under the Underwriting Agreement.
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Related to OPINION OF COUNSEL TO SELLING SHAREHOLDERS

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, 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, substantially to the effect set forth set forth in Exhibit B hereto.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hogan Lovells US LLP, counsel for the Selling Stockholder, in form and substance reasonably 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 C hereto and to such further effect as counsel to the Underwriters may reasonably request.

  • Opinion of Counsel for Initial Purchasers If requested by the Representatives, the favorable opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Opinion of Counsel for Underwriters If requested by the Representatives, the favorable opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • 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 for Underwriter The opinion of Xxxxxx Price P.C., counsel for the Underwriter, dated such Date of Delivery, relating to the 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 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.

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