Common use of Opinion of Counsel to the Trustee Clause in Contracts

Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections 4.1 and 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section 1.2 and Section 1.3, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 6 contracts

Samples: Contingent Value Rights Agreement (Bristol Myers Squibb Co), Contingent Value Rights Agreement (Bristol Myers Squibb Co), Contingent Value Rights Agreement (Bristol Myers Squibb Co)

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Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections 4.1 3.1 and 4.23.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section 1.2 Sections 1.3 and Section 1.31.4, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article 8 and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Grail, LLC), Contingent Value Rights Agreement (Illumina, Inc.)

Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections SECTIONS 4.1 and 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section SECTIONS 1.2 and Section 1.3, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article ARTICLE 9 and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Wright Medical Group Inc), Contingent Value Rights Agreement (Wright Medical Group Inc), Contingent Value Rights Agreement (Wright Medical Group Inc)

Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections 4.1 and 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section 1.2 Sections 1.3 and Section 1.31.4, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article 9 and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections 4.1 and 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section Sections 1.2 and Section 1.3, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article 9 and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Genzyme Corp), Contingent Value Rights Agreement (Sanofi-Aventis), Contingent Value Rights Agreement (Genzyme Corp)

Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections 4.1 and 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section 1.2 Sections 1.3 and Section 1.31.4, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Celgene Corp /De/), Contingent Value Rights Agreement (Celgene Corp /De/), Contingent Value Rights Agreement (Abraxis BioScience, Inc.)

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Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections 4.1 and 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section Sections 1.2 and Section 1.3, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article ARTICLE 9 and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Community Health Systems Inc), Contingent Value Rights Agreement (Community Health Systems Inc)

Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections Section 4.1 and Section 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section 1.2 and Section 1.3, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article IX and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Cartesian Therapeutics, Inc.), Agreement and Plan of Merger (Selecta Biosciences Inc)

Opinion of Counsel to the Trustee. The Trustee, subject to the provisions of Sections 4.1 and 4.2, shall receive an Officer’s Certificate and Opinion of Counsel, prepared in accordance with Section Sections 1.2 and Section 1.3, as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this CVR Agreement, and if a supplemental agreement is required in connection with such transaction, such supplemental agreement complies with this Article ARTICLE9 and that there has been compliance with all conditions precedent herein provided for or relating to such transaction.

Appears in 2 contracts

Samples: Rights Agreement, Contingent Value Rights Agreement (Health Management Associates, Inc)

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