Common use of Opinion of Delaware Counsel Clause in Contracts

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. 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 I 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. 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. 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. 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 I 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.