Opinion of Target's Counsel. Acquiror shall have received an opinion dated the Closing Date of Xxxxxxx Coie, counsel to Target, as to the matters in the form attached hereto as Exhibit F.
Opinion of Target's Counsel. Acquiror shall have received from counsel to Target, an opinion substantially in the form attached hereto as Exhibit F.
Opinion of Target's Counsel. Acquiror shall have received an --------------------------- opinion dated the Closing Date of Xxxxxxx Xxxxx Xxxx & White LLP counsel to Target, as to the matters in the form attached hereto as Exhibit D. ---------
Opinion of Target's Counsel. ACQUIROR shall have received an opinion, dated the Effective Date, of Xxxxxx, Xxxxxxxx & Xxxx, P.C., counsel to TARGET, in form and substance reasonably satisfactory to ACQUIROR, substantially in the form set forth as Schedule 9.2(d).
Opinion of Target's Counsel. An opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to Target, addressed to Purchaser dated the Closing Date and in the form attached hereto as Exhibit N.
Opinion of Target's Counsel. Acquiror shall have received an opinion dated the Closing Date of Xxxxxx, Xxxxxxx & Xxxxxx, L.L.P. counsel to Target, as to the matters in the form attached hereto as EXHIBIT F.
(i) APPROVALS. All authorizations, consents (including the Material Consents), or approvals of, or notifications to any third party, required by Target's contracts, agreements or other obligations in connection with the consummation of the Merger shall have occurred or been obtained.
Opinion of Target's Counsel. Acquirer shall have received from counsel to Target, Manatt, Xxxxxx & Xxxxxxxx, an opinion substantially in the form of EXHIBIT 8.6.
Opinion of Target's Counsel. Acquiror shall have received an opinion dated the Closing Date of Hutcxxxx, Xxeexxx & Xittxxx, X Professional Corporation, counsel to Target, as to substantially the matters attached hereto as Exhibit D.
Opinion of Target's Counsel. Agouron shall have received an opinion dated the Closing Date of Xxxxxx Godward LLP., counsel to Target, substantially in the form attached hereto as Exhibit D.
Opinion of Target's Counsel. Target shall have delivered to Parent the opinion of its counsel, Joseph J. McCann, Jr., Esq. dated the Effective Date, in form axx xxxxxxxxx xxxxxxxxtory to counsel for Parent, to the effect that:
(a) Target is a corporation duly organized, validly existing and in good standing, and is duly qualified to do business as a foreign corporation in each jurisdiction (if any) in which, to the best knowledge of counsel, its property or business requires such qualification.
(b) Target's authorized capital stock is as set forth in Section 2.2 hereof.
(c) The execution and consummation of this Agreement have been duly authorized and approved by Target's Board of Directors and shareholders and consummation of this Agreement will not constitute or result in any breach or default of the character described in Section 2.11 hereof of which counsel has knowledge.
(d) Counsel has no knowledge of any liabilities or obligations of the type described in Section 2.5 hereof, any litigation, proceeding, or investigation of the type described in Section 2.7 hereof, or any defects in title or mortgages, encumbrances or liens of the type described in Section 2.9 hereof.
(e) The shares of Target Common Stock have been duly and validly authorized and issued, and are fully paid and nonassessable.
