Opinion of Delaware Counsel. The opinion of Xxxxxxxx, Xxxxxx & Finger P.A., Delaware counsel to the Company, dated the Closing Date or any Additional Closing Date, as the case may be, to the effect that:
(A) The shares of Preferred Stock to be issued pursuant to the Deposit Agreement and the resolutions of the Securities Committee of the Board of Directors (the “Committee Resolutions”) have been duly authorized for issuance by the Company and, when issued, delivered and paid for in accordance with the Deposit Agreement and the Committee Resolutions, will be validly issued, fully paid and non-assessable under the General Corporation Law of the State of Delaware.
(B) The issuance and sale of the Preferred Stock pursuant to the Deposit Agreement and the Committee Resolutions will not violate the Restated Certificate of Incorporation or By-laws of the Company.
Opinion of Delaware Counsel. Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel for the Company, shall have furnished to the Representatives their opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
Opinion of Delaware Counsel. The opinion of Delaware counsel, in form and substance satisfactory to counsel for the Underwriters and dated such Option Closing Date, to the same effect as the opinion required by Section 5(d) hereof.
Opinion of Delaware Counsel. At the Closing Date, the Representatives shall have received the opinion, dated as of the Closing Date, of Delaware counsel, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect that the limited partnership agreement or limited liability company agreement, as the case may be, of each Partnership Entity constitutes a valid and binding agreement of parties thereto, and is enforceable against the parties thereto, in accordance with its terms.
Opinion of Delaware Counsel. Morris, Nichols, Arsht & Xxxxxxx LLP, counsel for certain of the Guarantors, shall have furnished to the Representatives, at the request of such Guarantors, their written opinion letter, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, substantially to the effect set forth in Annex A-6 hereto.
Opinion of Delaware Counsel. On the Initial Closing Date the Purchasers shall have received from Richxxxx, Xxxxxx & Xinger, who are acting as special counsel to the Company in connection with this transaction, an opinion, dated the Initial Closing Date, with respect to the enforceability of the Stockholders Agreement and the Registration Rights Agreement, in form and substance reasonably satisfactory to the Purchasers.
Opinion of Delaware Counsel. Purchaser shall have received from Morris, Nichols, Arsht & Tunnxxx, xxunsel to Aviall, Inc. in connection with this Agreement and the transactions contemplated hereby, an opinion dated as of the Closing Date, to the effect that no approval of the stockholders of Aviall, Inc. is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Opinion of Delaware Counsel. Purchaser shall have received from Morris, Nichols, Arsht & Xxxxxxx, counsel to Aviall, Inc. in connection with this Agreement and the transactions contemplated hereby, an opinion dated as of the Closing Date, to the effect that no approval of the stockholders of Aviall, Inc. is required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Opinion of Delaware Counsel. Parent shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., in form and substance reasonably satisfactory to both Parent and the Company, that the amendments to Parent’s amended and restated certificate of incorporation necessary to allow Parent to complete the Mergers as contemplated hereby would be valid and effective under the DGCL when filed with the Secretary of State of Delaware and such amended and restated certificate of incorporation of Parent shall have been filed with the Secretary of State of Delaware and shall be in full force and effect at the Closing.
Opinion of Delaware Counsel. An opinion of counsel that the owners and creditors of any other trust created under the Master Trust Agreement shall not have claims to or be deemed creditors of the assets or interests of any Trust Subsidiary.
