Opinion of General Counsel to the Company. The Representatives shall have received an opinion, dated the Closing Date, of Bxxxx X. Xxxxxxx, Esq., General Counsel to the Company, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit B hereto.
Opinion of General Counsel to the Company. The Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions where its ownership or leasing of properties or the conduct of its business requires such qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business or results of operations of the Company and its subsidiaries considered as a whole.
Opinion of General Counsel to the Company. The statements in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Offering Documents”) relating to the Intellectual Property Rights and Intellectual Property Assets (as defined in the Underwriting Agreement) (the “Intellectual Property Information”) are accurate and complete in all material respects and present fairly the information purported to be shown.
Opinion of General Counsel to the Company. Xxxxxxx Xxxxxxxxx, General Counsel to the Company, shall have furnished to the Representative, at the request of the Company, her written 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 Representative, to the effect set forth in Annex A-3 hereto.
Opinion of General Counsel to the Company. On each of the First Closing Date and the Second Closing Date the Representatives shall have received the favorable opinion of Xxxx X. Xxxxxxx, General Counsel to the Company, dated as of such Closing Date, substantially in the form of Exhibit A-5 attached hereto (and the Representatives shall have received an additional ten (10) conformed copies of such counsel’s legal opinion for each of the several Underwriters), subject to customary qualifications and limitations.
Opinion of General Counsel to the Company. At Closing Time, the ----------------------------------------- U.S. Representatives shall have received the favorable opinion, dated as of Closing Time, of the General Counsel of the Company, in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Underwriters may reasonably request.
Opinion of General Counsel to the Company. The Purchasers at the Closing shall have received from the General Counsel of the Company an opinion dated as of the Closing covering the matters set forth on Exhibit F.
Opinion of General Counsel to the Company. The favorable opinion, dated as of the Closing Time, of Xxxxx X. Xxxxxxxxx XX, General Counsel to the Company, in form and substance satisfactory to counsel for the Underwriters, to the effect that:
(i) To the best of his knowledge and information, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise.
(ii) Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and, to the best of his knowledge and information, is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and, to the best of his knowledge and information, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.
(iii) Other than as disclosed in the Registration Statement, to the best of his knowledge and information, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Registration Statement, and all pending legal or governmental proceedings to which the Company or any subsidiary is a party or to which any of their property is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material.
(iv) To the best of his knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred...
Opinion of General Counsel to the Company. The Purchasers at ----------------------------------------- the Closing shall have received from the General Counsel of the Company an opinion dated as of the Closing covering the matters set forth on Exhibit H. ---------
5. Conditions of the Company's Obligations at Closing. The obligations -------------------------------------------------- of the Company to the Purchasers under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
Opinion of General Counsel to the Company. The favorable ----------------------------------------- opinion of the Company's General Counsel, in form and substance satisfactory to counsel for the U.S. 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(c) hereof.
