Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company and its subsidiaries, shall have furnished to you their written opinion (in the form set forth in Annex II(b) hereto), dated such Time of Delivery, to the effect that:
(i) This Agreement has been duly authorized, executed and delivered by Lazard Group;
(ii) Under the laws of the State of New York relating to personal jurisdiction, each of the Company and Lazard Group has, pursuant to Section 16 of this Agreement, validly and irrevocably submitted to the personal jurisdiction of any state or federal court located in the Borough of Manhattan, The City of New York, New York (each a “New York Court”) in any action arising out of or relating to this Agreement or the transactions contemplated hereby, has validly and irrevocably waived any objection to the venue of a proceeding in any such court, and has validly and irrevocably appointed the Authorized Agent (as defined herein) as its authorized agent for the purpose described in Section 16 hereof; and service of process effected on such agent in the manner set forth in Section 16 hereof will be effective to confer valid personal jurisdiction over each of the Company and Lazard Group;
(iii) To such counsel’s knowledge and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, have a Material Adverse Effect;
(iv) The issuance and sale of the Shares being delivered at such Time of Delivery to be sold by the Company and the compliance by each of the Company and Lazard Group with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument filed as an exhibit to the Registration Statement nor will such action result in any violation of the provisions of the Certificate of Formation of Lazard Group or any statute under the laws of the State of New York or the federal securities laws of the United States of America or any order, rule or regulation known to such counsel of any United States Federal or New York Governmental Agency having jurisdiction over the Company or any of its subsidiaries or any...
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company and the Selling Stockholder, shall have furnished to you their written opinions and negative assurance letter, each dated such Time of Delivery, substantially in the forms attached as Annexes I.A, I.B and I.C hereto;
Wachtell, Lipton. Xxxxx & Xxxx, outside counsel for the Company, shall have furnished to you their written opinion, to the effect set forth in Exhibit A, dated such Time of Delivery, in form and substance satisfactory to you;
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company, shall have furnished to you its written opinion and negative assurance letters, in substantially the forms agreed with counsel for the Representatives on the date hereof, dated such Time of Delivery;
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company, shall have furnished to you their written opinion, dated the Time of Delivery, substantially in the form set forth in Annex II;
Wachtell, Lipton. Rxxxx & Kxxx, counsel for the Company, shall have furnished to you their written opinion (a form of such opinion is attached as Annex II(a) hereto), dated such Time of Delivery;
Wachtell, Lipton. Xxxxx & Xxxx shall have furnished to the Representatives, at the request of the Company, an opinion or opinions, satisfactory to the Representatives, substantially in the form of Annex A hereto.
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to you.
Wachtell, Lipton. Rosex & Xatz xxxnsel to Company, shall have delivered to Company and National City their opinion, dated the day of the Effective Time, substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion which are consistent with the state of facts existing at the Effective Time, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and that, accordingly: (i) no gain or loss will be recognized by National City or Company as a result of the Merger; (ii) no gain or loss will be recognized by the shareholders of Company who exchange their shares of the Company Common Stock solely for shares of National City Common Stock pursuant to the Merger (except with respect to cash received in lieu of a fractional share interest in National City Common Stock); (iii) the tax basis of the shares of National City Common Stock received by shareholders who exchange all of their shares of Company Common Stock solely for shares of National City Common Stock in the Merger will be the same as the tax basis of the shares of Company Common Stock surrendered in exchange therefor (reduced by any amount allocable to a fractional share interest for 38 39 which cash is received); and (iv) the holding period of the shares of National City Common Stock received in the Merger will include the period during which the shares of Company Common Stock surrendered in exchange therefor were held, provided such shares of Company Common Stock were held as capital assets at the Effective Time. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Company, National City, and others.
Wachtell, Lipton. Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Esq. Telecopy: (000) 000-0000
