Opinion of Shareholders' Counsel Sample Clauses
Opinion of Shareholders' Counsel. The Shareholders shall deliver a favorable opinion, dated the Closing Date, from Nelson, Hammond, & Self, P.C., counsel to the Shareholders, in form and substance satisfactory to Buyer, to the effect that (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Louisiana and is qualified to transact business in every jurisdiction in which the nature of the Company's contacts require such qualification, (ii) all outstanding shares of the Company Common Stock have been validly issued and are fully paid, nonassessable and free of preemptive rights; (iii) all of the Company Shares are owned beneficially and of record by the Shareholders free of any Encumbrances; (iv) the Company owns all of its assets free and clear of any Encumbrances other than those Encumbrances listed on the Balance Sheet or Schedules hereto, and (v) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Shareholders and is enforceable against the Shareholders in accordance with its terms, except as the enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon (i) certificates of public officials and of officers of the Company or the Shareholders as to matters of fact and (ii) on the opinion or opinions of other counsel, which opinions shall be reasonably satisfactory to Buyer, as to matters other than federal or Louisiana law.
Opinion of Shareholders' Counsel. The Corporation shall have delivered to the Buyer an opinion of the Shareholders' counsel, Xxxxxx X. Xxxxxxx, Esq., Trinkle, Redman, Xxxxxxx, Xxxx & Coton, P.A., 000 Xxxxx Xxxxxxx Xx., Plant City, Florida 33564-9040, dated the closing date, that the Corporation's corporate existence, good standing, and authorized and issued stock are as stated in subparagraphs (a) and (b) of Paragraph 6; and that, except as may be specified by such counsel, they do not know or have any reasonable grounds to know of any litigation, proceeding, or governmental investigation pending or threatened against, or relating to, the Corporation, its properties, or business.
Opinion of Shareholders' Counsel. DYHP shall have received an opinion of counsel (in customary form for transactions of this nature and subject to usual and reasonable reliance on factual representations made by an officer or director of DMI) for Shareholder and DMI, dated the Closing Date, in form and substance satisfactory to DYHP and its counsel, to the effect that:
(i) DMI is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, that it has requisite corporate power to carry on its business as it is then being conducted and as known to such counsel, and that to the knowledge of Shareholder’s Counsel there is no jurisdiction where the character of its property or nature of its business as known to such counsel is such as to make qualification to do business by DMI necessary except as stated in such opinion, as set forth in SCHEDULE 3.01 to this Agreement, or as could not reasonably be expected to have a material adverse effect on DMI’s financial condition, business, prospects or operations.
(ii) The authorized capital stock of DMI is as disclosed in this Agreement. The shares of capital stock of DMI being delivered by Shareholder pursuant to this Agreement constitute all of the duly issued and outstanding capital stock of DMI, all of which have been duly authorized and validly issued, are fully paid and non-assessable, are owned of record by Shareholder, and none of them have been issued in violation of any preemptive or other right. There are no agreements or other documents pursuant to which DMI may be required to authorize or issue additional securities. Upon the closing of the Merger, DYHP will acquire the ownership rights to the Shares free of all liens and adverse claims.
(iii) The Agreement has been executed and delivered by Shareholder, as appropriate.
(iv) The execution, delivery and performance of the Agreement by Shareholder and DMI do not (a) violate the articles of incorporation or bylaws of DMI; (b) to our knowledge, constitute a breach of or a default under any contract to which DMI or Shareholder is a party or to which their respective assets are bound or result in the creation of a mortgage, security interest or other encumbrance upon the assets of DMI, (c) to our knowledge, breach or violate any court or administrative order, writ, judgment, or decree which is binding on DMI, Shareholder or their assets, (d) violate any Federal or Rhode Island law, rule, or regulation, or (e) except as set forth in ...
Opinion of Shareholders' Counsel. Exhibit 5.2.6-1 Form of Employment Agreement for Lasse Nordfjeld
Opinion of Shareholders' Counsel. Buyer shall have received a favorable opinion, dated as of the date hereof, from Xxxxxx Xxxxx Xxxxxx, counsel to the Shareholders, in form and substance satisfactory to Buyer, to the effect that (i) each of the Companies has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Texas; (ii) each of the Companies has fully requisite corporate power and authority to carry on its business as it is currently conducted and to own and operate the properties currently used and operated by it, and is duly qualified to do business and is in good standing as a foreign corporation in each state in which the nature of its business requires such qualification; (iii) all outstanding shares of the common stock of each of the Companies have been validly issued and are fully paid and non-assessable; (iv) the Shareholders hold good and valid title to all of the shares of each of the Companies free and clear of all Encumbrances; and (v) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Shareholders, and is enforceable against the Shareholders in accordance with its terms, except as the enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon certificates of public officials and of officers of each of the Companies or the Shareholders as to matters of fact.
Opinion of Shareholders' Counsel. The obligations of the Parent/Sub shall be subject to the receipt from counsel to Shareholders of an opinion, dated the Closing Date, substantially in the form of Exhibit H.
Opinion of Shareholders' Counsel. Buyer shall have received a favorable opinion, dated as of the Closing Date, from Xxxxxxxx X. Xxxxx, counsel to the Shareholders, in form and substance satisfactory to Buyer, to the effect that (i) the Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Texas; (ii), the Company has fully requisite corporate power and authority to carry on its business as it is currently conducted and to own and operate the properties currently used and operated by it, and is duly qualified to do business and is in good standing as a foreign corporation and authorized to do business in the State of New Mexico; (iii) all outstanding shares of the Company's common stock have been validly issued and are fully paid and non-assessable; (iv) the Shareholders hold good and valid title to all of the Company shares free and clear of all Encumbrances; and (v) this Agreement has been duly executed and delivered by, and is the legal, valid and binding obligation of the Shareholders, and is enforceable against the Shareholders in accordance with its terms, except as the enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. In rendering such opinion, such counsel may rely upon certificates of public officials and of officers of Seller or the Shareholders as to matters of fact.
Opinion of Shareholders' Counsel. An opinion of Xxxxxx & Xxxxxxx LLP, special counsel to the Shareholders, dated as of the Closing Date, in form and substance reasonably satisfactory to the parties.
Opinion of Shareholders' Counsel. IMG shall have delivered to ProMedCo and ProMedCo-Sarasota at the Closing an opinion of Xxxxx & Xxxxxxxx, P.A., special counsel to the Shareholders, dated the Closing Date, in form and substance satisfactory to ProMedCo and ProMedCo-Sarasota, to the effect set forth as Appendix 9.3 attached hereto.
Opinion of Shareholders' Counsel. 3 1.4.3. Lease of certain Real Estate. 3 1.4.4.