Opinion of U.S. Counsel. Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel to the Company, shall have furnished to the Representative (i) such counsel’s written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), and (ii) a written statement providing certain “10b-5” negative assurances, addressed to the Underwriters and dated the Closing Date and any Option Closing Date (if such date is other than the Closing Date), each in a form satisfactory to the Representative and Representative Counsel.
Opinion of U.S. Counsel for the Selling Shareholder. Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, U.S. counsel for the Selling Shareholder, shall have furnished to the Representative, at the request of the Selling Shareholder, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, substantially in form and substance set forth in Annex C-4 hereto.
Opinion of U.S. Counsel for Underwriters and the Sub-underwriter. The favorable opinion of Skadden, Arps, Slate, Meagher & Flom LLP, U.S. counsel for the Underwriters and the Xxx-xxderwriter, 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(e) hereof.
Opinion of U.S. Counsel for Riverwood Capital LLC. The Sage Law Group, U.S. counsel for Riverwood Capital LLC, shall have furnished to the Representatives, at the request of Riverwood Capital LLC, their 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 Representatives, to the effect set forth in Annex A-5 hereto.
Opinion of U.S. Counsel for the Company and the Guarantor. Xxxxxx, Xxxxx & Xxxxxxx LLP or such other U.S. Counsel for the Company and the Guarantor reasonably satisfactory to the Representatives shall have furnished to the Representatives their written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to the Representatives, to the effect that:
(i) Assuming (a) the Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor insofar as the laws of the Grand Duchy of Luxembourg and the Republic of Italy, respectively, are concerned, (b) the Indenture has been duly authorized, executed and delivered by the Trustee, and (c) each of the Company and the Guarantor has the full power, authority and legal right to enter into and perform their respective obligations under the Indenture, the Indenture has been duly executed and delivered by each of the Guarantor and the Company and constitutes a valid and binding agreement of each of the Guarantor and the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(ii) Assuming the Designated Securities have been duly authorized, executed, issued and delivered by the Company, insofar as the laws of the Grand Duchy of Luxembourg are concerned, and duly authenticated by the Trustee in the manner provided in the Indenture, the Designated Securities, when issued and paid for in accordance with the terms of the Pricing Agreement, will be duly executed, issued and delivered by the Company, and shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(iii) Assuming the Guarantees have been duly authorized, executed and delivered by the Guarantor, insofar as the laws of the Republic of Italy are concerned, the Guarantees will be duly executed and delivered and shall constitute valid and binding obligations of the Guarantor, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affectin...
Opinion of U.S. Counsel for the Underwriters and the ---------------------------------------------------- Sub-underwriter. The favorable opinion of Shearman & Sterling, U.S. --------------- counsel for the Underwriters and the Sub-underwriter, 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(g) hereof.
Opinion of U.S. Counsel for the Company. Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, U.S. counsel for the Company, shall have furnished to you their written opinions and negative assurance letter dated such Time of Delivery, in form and substance satisfactory to you;
Opinion of U.S. Counsel for Underwriters and the Sub-underwriter. The favorable opinion of Latham & Watkins LLP, U.S. counsel for the Underwriters and txx Xxx-unxxxxxxxer, 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(g) hereof.
Opinion of U.S. Counsel. Parent and Merger Sub shall have received an opinion of Cairncross & Hempelmann, P.S., U.S. counsel to the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent and Parent’s legal counsel.
Opinion of U.S. Counsel for the Underwriters. Xxxxx Xxxx & Xxxxxxxx LLP, U.S. counsel for the Underwriters, shall have furnished to you such written opinion and 10b-5 statement dated such Time of Delivery, in form and substance satisfactory to you, and such counsel shall have received such papers and information from the Company as they may reasonably request to enable them to pass upon such matters. In rendering such opinion and 10b-5 statement, Xxxxx Xxxx & Xxxxxxxx LLP may rely as to the incorporation of the Company and all other matters governed by Cayman Islands laws upon the opinion of Xxxxxx and Calder (Hong Kong) LLP and as to all matters governed by the laws of the PRC upon the opinions of Han Kun Law Offices referred to below and the opinions of Jingtian & Gongcheng referred to below;