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 of their properties; (v) No Governmental Authorization of the United States or the State of New York is required for the issuance and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”, insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete summaries of such provisions in all material respects; (vii) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and (viii) Counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vi) of this Section 8(d), no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicable. With respect to the matters to be covered in paragraphs (vii), (viii) and the paragraph following paragraph (viii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) above, except as specified. In rendering their opinion, such counsel may state that they express no opinion other than as to the law of the State of New York and the federal securities laws of the United States.
Appears in 1 contract
Samples: Underwriting Agreement (Lazard LTD)
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company and its subsidiaries, Xxxx shall have furnished to you their written opinion (in the form set forth in Annex II(b) hereto)opinion, dated such Time of Delivery, in form and substance reasonably satisfactory to you, 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 Delaware, with corporate power and authority necessary in all material respects to own its properties and conduct its business as described in the Prospectus;
(ii) The Company has the authorized capital stock as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the Shares being delivered at such Time of Delivery when issued and delivered against payment therefor) have been duly and validly authorized and issued and are fully paid and non-assessable; and the Shares conform, as to legal matters, in all material respects to the description of the Stock contained in the Prospectus;
(iii) 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 EffectCompany;
(iv) The issuance issue 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 Statement, which would cause a material adverse change in or affecting the financial position, stockholders' equity or results of operations of the Company and its subsidiaries considered as a whole or affect the validity of the Shares or the legal authority of the Company to comply with this Agreement, nor will such action result in any violation of the provisions of the Certificate of Formation Incorporation or By-laws of Lazard Group the Company or any statute under the laws of the State of New York York, the General Corporation Law of the State of Delaware 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 court or governmental agency or body in the State of New York Governmental Agency having jurisdiction over the Company or any of its subsidiaries or any of their propertiesproperties which would cause a material adverse change in or affecting the financial position, stockholders' equity or results of operations of the Company and its subsidiaries considered as a whole (except to the extent that the issue and sale of the Shares as contemplated by this Agreement and the distribution of the Shares by the Underwriters may result in violations of state securities or Blue Sky laws);
(v) No Governmental Authorization consent, approval, authorization, order, registration or qualification of the United States or with any court or governmental agency or body in the State of New York or Delaware or of the United States having jurisdiction over the Company is required for the issuance issue and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, and such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectUnderwriters;
(vi) The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”"Description of Capital Stock", insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, and under the caption “Underwriting”, insofar as they purport to describe the provisions terms of the laws and documents referred to thereinStock, are accurate and complete summaries of such provisions in all material respects;
(vii) The Company is not an "investment company", as such term is defined in the Investment Company Act; and
(viii) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and
(viii) Counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vi) of this Section 8(d), no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingAct. In rendering their opinion, such counsel may rely (A) upon the opinion furnished to you pursuant to Section 7(d); (B) upon oral advice of the staff of the Commission; and (C) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicableCompany. With respect to the matters to be covered in paragraphs (vii), (viii) and the paragraph following paragraph (viii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect specified. Such counsel shall state that in the course of such participation and discussions, no facts have come to matters set forth such counsel's attention which lead such counsel to believe that (other than the financial statements and related schedules and notes or other financial data included therein, as to which such counsel need express no belief) the Registration Statement at the time it became effective or any further amendment thereto made by the Company prior to the Time of Delivery contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus as of its date (as amended or supplemented prior to the Time of Delivery, if applicable) and as of such Time of Delivery, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and they do not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement which are not so filed. Such counsel may further state that such counsel have not verified, and are not passing upon and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus or any amendments or supplements thereto (other than those statements referred to in paragraph (vi) above, except above and such statements insofar as specifiedthey relate to us). In rendering their opinion, such counsel may state that they express no opinion other than as to the law laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United States.
Appears in 1 contract
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company and its subsidiariesCompany, shall have furnished to you their its written opinion (in the form set forth in Annex II(b) hereto)opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) This Agreement has been duly authorized, executed and delivered by Lazard Groupthe Company;
(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 issue 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 Charter or any statute under the By-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 of their propertiesCompany;
(v) No Governmental Authorization of the United States or the State of New York is required for the issuance and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(viiii) The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”, insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, and under the caption captions (i) “Underwriting”, insofar as they purport to describe summarize the provisions terms of this Agreement; and (ii) “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders” insofar as they purport to summarize matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, fairly summarize the laws and documents referred to therein, are accurate and complete summaries of such provisions matters described therein in all material respectsrespects (based on the assumptions described therein);
(viiiv) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Pricing Prospectus, will not be an “investment company”, as such term is defined in the Investment Company Act; and
(v) The Registration Statement and Statement, the Prospectus and any further amendments and supplements thereto thereto, as applicable, made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and
although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Pricing Prospectus or the Prospectus, except for those referred to in the opinion in subsection (viiiiii) Counsel of this Section 8(f), they have no reason to believe (i) that any part of the Registration Statement, or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when such part or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) that the Pricing Prospectus, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) that, as of its date and as of such Time of Delivery, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and such counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement Statement, the Basic Prospectus or the Prospectus which are not filed or incorporated by reference or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vi) of this Section 8(d), no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required The opinions to be stated therein or necessary furnished pursuant to make the statements therein not misleading or thatSection 8(b) through 8(f) shall be subject to customary qualifications, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements assumptions and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicable. With respect to the matters to be covered in paragraphs (vii), (viii) and the paragraph following paragraph (viii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) above, except as specified. In rendering their opinion, such counsel may state that they express no opinion other than as to the law of the State of New York and the federal securities laws of the United Statesexceptions.
Appears in 1 contract
Samples: Underwriting Agreement (Saks Inc)
Wachtell, Lipton. Xxxxx Rosen & XxxxKatz, counsel for the Company and its subsidiaries, shall have furnished shxxx xave xxrnished to you their written opinion (in the form set forth in Annex II(bII(a) 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 18 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 18 hereof; and service of process effected on such agent in the manner set forth in Section 16 18 hereof will be effective to confer valid personal jurisdiction over each of the Company and Lazard GroupCompany;
(iiiii) To such counsel’s '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;
(iviii) 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 of their properties;
(viv) No Governmental Authorization of the United States or the State of New York is required for the issuance and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(viv) The statements set forth in the Prospectus under the caption “"Material U.S. Federal Income Tax and Bermuda Tax Considerations”", insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, and under the caption “"Underwriting”", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete summaries of such provisions in all material respects;
(viivi) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and
(viiivii) Counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, except for those referred to in the opinion in subsection (viv) of this Section 8(d10(d), no facts have come to such counsel’s 's attention that lead them to believe, and such counsel has no other reason to believe, believe (i) that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or thatmisleading, (ii) that the Pricing Disclosure Package, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Applicable Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that, as of its date, and as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicableCompany. With respect to the matters to be covered in paragraphs (viivi), (viiivii) and the paragraph following paragraph (viiivii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (viv) above, except as specified. In rendering their opinion, such counsel may state that they express no opinion other than as to the law of the State of New York and the federal securities laws of the United States.
Appears in 1 contract
Samples: Underwriting Agreement (Lazard LTD)
Wachtell, Lipton. Xxxxx Rosex & XxxxXatz, counsel xxunsel for the Company and its subsidiariesCompany, shall have furnished to you their written opinion (in the form set forth in Annex II(b) hereto)opinion, dated such the Time of Delivery, in form and substance reasonably satisfactory to you, to the effect that:
(i) This Agreement has been duly authorized, executed and delivered by Lazard Group;the Company.
(ii) Under The Securities have been duly authorized, executed and delivered by the laws of Company and, when duly authenticated in accordance with the State of New York relating Indenture and delivered to personal jurisdictionand paid for by the Underwriters in accordance with this Agreement, each will constitute valid and binding obligations of the Company and Lazard Group has, pursuant to Section 16 of this Agreement, validly and irrevocably submitted entitled to the personal jurisdiction benefits provided by the Indenture, subject to the effect of any state (A) bankruptcy, insolvency, reorganization, moratorium or federal court located other similar laws relating to or affecting the rights of creditors generally and (B) the application of general principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) and the Securities and the Indenture conform in all material respects to the descriptions thereof 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;Prospectus.
(iii) To such counsel’s knowledge The Indenture has been duly authorized, executed 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 constitutes a valid and binding instrument of the Company enforceable in accordance with its terms, subject to the effect of (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and Lazard Group with all (B) the application of the provisions general principles of this Agreement equity (regardless of whether enforcement is considered in proceedings at law or in equity); 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 Indenture has been duly qualified 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 of their properties;Trust Indenture Act.
(v) No Governmental Authorization of the United States or the State of New York is required for the issuance and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(vi) The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”, insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete summaries of such provisions in all material respects;
(viiiv) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to such the Time of Delivery (other than the financial statements and related schedules and notes or and other financial or statistical data included contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; and
. In rendering such opinions, such counsel may rely (viiiA) Counsel does not know upon the opinion furnished to the Underwriters pursuant to Section 7(c) and (B) as to matters of any amendment fact, to the extent such counsel deem proper, on certificates of responsible officers of the Company and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company. With respect to the matters to be covered in paragraph (iv) above, counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or and the Prospectus which are not filed and any amendment or described as requiredsupplement thereto but is without independent check or verification. Although Such counsel has shall state that they have not verified, is and are not passing upon, upon and does do not assume any responsibility for for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to but that in the opinion in subsection (vi) course of this Section 8(d)such participation, no facts have come to such counsel’s 's attention that which lead them to believe, and such counsel has no other reason to believe, believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such the Time of Delivery (other than the financial statements and related schedules and notes or and other financial or statistical data included contained therein, as to which such counsel need express no opinionbelief) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such the Time of Delivery (other than the financial statements and related schedules and notes or and other financial or statistical data included contained therein, as to which such counsel need express no opinionbelief) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such the Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such the Time of Delivery (other than the financial statements and related schedules and notes or and other financial or statistical data included contained therein, as to which such counsel need express no opinionbelief) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicable. With respect to the matters to be covered in paragraphs (vii), (viii) and the paragraph following paragraph (viii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) above, except as specified. In rendering their opinion, such counsel may state that they express no opinion other than as to the law of the State of New York and the federal securities laws of the United States.;
Appears in 1 contract
Samples: Underwriting Agreement (Solutia Inc)
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 GroupGroup and Lazard Group Finance;
(ii) Under the laws of the State of New York relating to personal jurisdiction, each of the Company Company, Lazard Group and Lazard Group Finance 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 Company, Lazard Group and Lazard GroupGroup Finance;
(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 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, subsidiaries would individually or in the aggregate, have a Material Adverse Effect;
(ivi) The issuance and sale of the Shares Units being delivered at such Time of Delivery to be sold by the Company Company, (ii) the issuance and sale by Lazard Group Finance of the Notes comprising a part of the Units to be delivered at such Time of Delivery and (iii) the compliance by each of the Company Company, Lazard Group and Lazard Group Finance 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, the Certificate of Formation of Lazard Group Finance 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 Company, Lazard Group Finance or any other subsidiary of its subsidiaries the Company or any of their properties;
(v) No Governmental Authorization of the United States or the State of New York is required for the issuance and sale of the Shares Units or the consummation by either each of the Company Company, Lazard Group and Lazard Group Finance of the transactions contemplated by this Agreement, except the registration under the Act of the SharesUnits, such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under the Trust Indenture Act and state securities or Blue Sky laws in connection with the purchase and distribution of the Shares Units by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(vi) The Notes Indenture has been duly qualified under the Trust Indenture Act;
(vii) The Notes have been duly authorized, executed, authenticated, issued and delivered by Lazard Group Finance and constitute valid and legally binding obligations of Lazard Group Finance; the Notes are in the form contemplated by, and are entitled to the benefits of, the Notes Indenture;
(viii) Under the NY UCC in effect at such Time of Delivery, the Notes Pledge Agreement creates, as collateral security for the performance when due by the holders of the Units under the respective Purchase Contracts, a valid security interest (as that term is defined in the New York UCC) in favor of the Notes Collateral Agent for the benefit of the Company, in the right, title and interest of such holders in all of the Notes Pledged Securities that constitute “securities” (as that term is defined in Section 8-102(a)(15) of the New York UCC); and in the case of such Notes Pledged Securities that are certificated (as defined in the New York UCC), such security interest shall be perfected upon delivery of such certificates (endorsed in blank) to the Notes Collateral Agent in New York and, assuming that neither the Collateral Agent nor the Company has notice on or prior to the date of such delivery of an adverse claim (as that term is defined in the New York UCC) with respect to such Notes Pledged Securities, the Notes Collateral Agent has acquired a security interest in the Notes Pledged Securities free of any adverse claim; in the case of Notes Pledged Securities that are credited by a securities intermediary (as defined in the New York UCC), whose jurisdiction (as determined under Section 8-110(e) of the New York UCC) is New York, to a securities account (as defined in the New York UCC) in the name of the Notes Collateral Agent, the Notes Collateral Agent shall have a perfected security interest in all security entitlements (as defined in the New York UCC) relating to such Notes Pledged Securities;
(ix) Under the NY UCC in effect at such Time of Delivery, the Senior Notes Pledge Agreement creates, as collateral security for the performance when due by Lazard Group Finance under the Notes, a valid security interest (as that term is defined in the New York UCC) in favor of the Senior Notes Collateral Agent for the benefit of the holders of the Notes, in the right, title and interest of Lazard Group Finance in all of the Senior Notes Pledged Securities that constitute “securities” (as that term is defined in Section 8-102(a)(15) of the New York UCC); and in the case of such Senior Notes Pledged Securities that are certificated (as defined in the New York UCC), such security interest shall be perfected upon delivery of such certificates (endorsed in blank) to the Senior Notes Collateral Agent in New York and, assuming that neither the Senior Notes Collateral Agent nor the Notes Trustee or such holders has notice on or prior to the date of such delivery of an adverse claim (as that term is defined in the New York UCC) with respect to such Senior Notes Pledged Securities, the Senior Notes Collateral Agent has acquired a security interest in the Senior Notes Pledged Securities free of any adverse claim; in the case of Senior Notes Pledged Securities that are credited by a securities intermediary (as defined in the New York UCC), whose jurisdiction (as determined under Section 8-110(e) of the New York UCC) is New York, to a securities account (as defined in the New York UCC) in the name of the Senior Notes Collateral Agent, the Senior Notes Collateral Agent shall have a perfected security interest in all security entitlements (as defined in the New York UCC) relating to such Senior Notes Pledged Securities;
(x) The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”, insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete summaries of such provisions in all material respects;
(viixi) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company and Lazard Group Finance prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and, in each case, the rules and regulations thereunder; and
(viiixii) Counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vix) of this Section 8(d), no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company Company, Lazard Group and Lazard GroupGroup Finance, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company Company, Lazard Group or Lazard GroupGroup Finance, as applicable. With respect to the matters to be covered in paragraphs (viixi), (viiixii) and the paragraph following paragraph (viiixii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company Company, Lazard Group and Lazard Group Finance and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) x above, except as specified. In rendering their opinion, such counsel may state that they express no opinion other than as to the law of the State of New York and the federal securities laws of the United States.
Appears in 1 contract
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company and its subsidiariesCompany, shall have furnished to you their its written opinion (in the form set forth in Annex II(b) hereto)opinion, dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) This Agreement has been duly authorized, executed and delivered by Lazard Groupthe Company;
(ii) Under the laws of the State of New York relating to personal jurisdictionThe Notes have been duly authorized and, each of the Company when issued and Lazard Group has, delivered pursuant to Section 16 of this Agreement and assuming due authentication thereof by the Trustee and payment and delivery in accordance with this Agreement, validly will have been duly executed, authenticated, issued and irrevocably submitted delivered and will constitute valid and legally binding obligations of the Company, subject 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 GroupEnforceability Exceptions;
(iii) To such counsel’s knowledge The Indenture has been duly authorized, executed and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which delivered by the Company or any of its subsidiaries is and, assuming due authorization, execution and delivery by the Trustee and assuming that the Indenture constitutes a party or of which any property valid and binding obligation of the Company or any Trustee, the Indenture constitutes a valid and legally binding obligation of the Company, enforceable against it in accordance with its subsidiaries is the terms, subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate, have a Material Adverse EffectEnforceability Exceptions;
(iv) The issuance issue and sale of the Shares being delivered at such Time of Delivery to be sold by the Company Securities and the compliance by each of the Company and Lazard Group with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated (A) 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 agreements 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 of their properties;
(v) No Governmental Authorization of the United States or the State of New York is required for the issuance and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreementinstruments identified on Exhibit A-2 hereto, except the registration under the Act of the Shares, such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect nor (B) will such actions result in any violation of the provisions of the Charter or By-laws (or corresponding organizational documents) of the Company;
(viv) The statements set forth in the Prospectus Pricing Circular and the Offering Circular under the caption captions (i) “Material U.S. Description of Notes”, “Description of Capital Stock” and “Plan of Distribution,” insofar as they purport to summarize the terms of the Securities and the Stock, and (ii) “Certain United States Federal Income Tax and Bermuda Tax Considerations”, insofar as they purport it purports to constitute a summary summarize matters of U.S. laws federal tax law and regulations or legal conclusions with respect thereto, fairly summarize the documents referred to therein, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete summaries of such provisions matters described therein in all material respectsrespects (based on the assumptions described therein);
(vi) No registration of the Securities under the Act, and no qualification of an indenture under the United States Trust Indenture Act of 1939 with respect thereto, is required for the offer and sale of the Securities to the Initial Purchasers or the reoffer and resale of the Securities by the Initial Purchasers solely in the manner contemplated by this Agreement and the Pricing Circular;
(vii) The Registration Statement Company is not, and after giving effect to the offering and sale of the Securities and the Prospectus and any further amendments and supplements thereto made by application of the proceeds thereof as described in the Pricing Circular, will not be an “investment company”, as such term is defined in the Investment Company prior Act; and
(viii) Such counsel have no reason to such believe that (A) the Pricing Disclosure Package, as of the Applicable Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and
(viii) Counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vi) of this Section 8(d), no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or contained any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; or that, as of such Time of Delivery, either (B) the Registration Statement or the Prospectus or Offering Circular and any further amendment amendments or supplement supplements thereto made by the Company prior to such the Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained as of its date or contains as of the Time of Delivery an untrue statement of a material fact or omits omitted or omits, as the case may be, to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicable. With respect to the matters The opinions to be covered in paragraphs (vii)furnished pursuant to Section 8(b) through 8(e) shall be subject to customary qualifications, (viii) assumptions and the paragraph following paragraph (viii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) above, except as specified. In rendering their opinion, such counsel may state that they express no opinion other than as to the law of the State of New York and the federal securities laws of the United Statesexceptions.
Appears in 1 contract
Samples: Purchase Agreement (Saks Inc)
Wachtell, Lipton. Xxxxx & Xxxx, special counsel for the Company and its subsidiariesCompany, shall have furnished to you their written opinion (in the form set forth in a draft of such opinion is attached as Annex II(b) hereto), dated such the Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) This The Company is validly existing as a corporation in good standing under the laws of Delaware;
(ii) The Company has an authorized equity capitalization as set forth in the Offering Circular;
(iii) Each of this Agreement and the Registration Rights 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 EffectGuarantors;
(iv) The issuance Indenture has been duly authorized, executed and sale of the Shares being delivered at such Time of Delivery to be sold by the Company and the compliance by each Guarantors and constitutes a valid and legally binding instrument of the Company and Lazard Group the Guarantors, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (whether considered in a proceeding in equity or at law);
(v) The Notes have been duly authorized, executed, issued and delivered and, assuming the due authentication by the Trustee under the Indenture, constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (whether considered in a proceeding in equity or at law); the Senior Subordinated Guarantees have been duly authorized, executed, issued and endorsed onto the global Notes and, assuming the due authentication of the Notes by the Trustee under the Indenture, constitute valid and legally binding obligations of each of the Guarantors entitled to the benefits provided by the Indenture, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (whether considered in a proceeding in equity or at law); and the Notes, the Senior Subordinated Guarantees and the Indenture conform to the descriptions thereof in the Offering Circular;
(vi) The issue and sale of the Securities and the compliance by the Company and the Guarantors, as the case may be, with all of the provisions of the Securities, the Indenture, this Agreement, and each Related Agreement and the consummation of the transactions herein and therein 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 Incorporation or any statute under the By-laws of the State of New York or the federal securities laws of the United States of America or any Company;
(vii) No consent, approval, authorization, order, rule registration or regulation known qualification of or with any court or governmental agency or body (other than filings to such counsel of any United States Federal or New York Governmental Agency perfect security interests in property) having jurisdiction over the Company or any of its subsidiaries or any of their properties;
(v) No Governmental Authorization of the United States or the State of New York properties is required for the issuance issue and sale of the Shares Securities or the consummation by either of the Company and Lazard Group or the Guarantors, as the case may be, of the transactions contemplated by this Agreement, the Indenture, or any Related Agreement, except (A) for the filing and effectiveness of registration statements by the Company in connection with the Transaction and the Exchange Offer or resale registration contemplated by the Offering Circular with the Commission pursuant to the Act, (B) for the qualification of the Indenture under the Act of the SharesTrust Indenture Act, (C) such consents, approvals, authorizations, orders, registrations or qualifications that as may be required in connection with the transactions contemplated by the Transaction Agreement and the Disclosure Schedule a part thereof, the Exchange Offer and the resale registration contemplated by the Offering Circular, (D) as have been obtained or made and (E) in connection with the purchase and distribution of the Securities by the Purchaser, as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of as to which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectcounsel need not express an opinion;
(viviii) The statements set forth in the Prospectus Offering Circular under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”, "Description of Notes," insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, terms of the Securities and under the caption “captions "Description of Certain Federal Income Tax Consequences of an Investment in the Notes" and "Underwriting”, ," insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete summaries of fairly summarize such provisions in all material respects;
(viiix) No registration of the Securities under the Act, and no qualification of an indenture under the Trust Indenture Act with respect thereto, is required for the offer, sale and initial resale of the Securities by the Purchaser in the manner contemplated by this Agreement and the Offering Cir- cular, other than any registration or qualification that may be required in connection with the Exchange Offer contemplated by the Offering Circular or in connection with the Registration Rights Agreement;
(x) Neither the Company nor any of the Guarantors is an "investment company" as such term is defined in the Investment Company Act;
(xi) The Exchange Notes (as defined in the Registration Statement Rights Agreement) have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Prospectus Exchange Offer, will be the valid and any further amendments and supplements thereto made by legally binding obligations of the Company prior entitled to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements benefits of the Act Indenture, subject to bankruptcy, insolvency, reorganization and the rules other laws of general applicability relating to or affecting creditors' rights and regulations thereunderto general principles of equity (whether considered in a proceeding in equity or at law); and
(viiixii) Counsel does not know The Senior Subordinated Guarantees of any amendment the Exchange Notes have been duly authorized by each of the Guarantors, and when duly and validly executed and delivered in accordance with the terms of the Indenture and when the Exchange Notes are duly and validly issued and authenticated in accordance with the terms of the Indenture and the Registration Rights Agreement, will be a valid and legally binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicabil- ity relating to or affecting creditors' rights and to general principles of equity (whether considered in a proceeding in equity or at law). In addition, such counsel shall state that they have participated in conferences with officers and representatives of the Company and the Guarantors, representatives of the independent accountants of the Company and representatives of the Purchaser at which the contents of the Offering Circular and related matters were discussed and, subject to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. Although fact that such counsel has not verified, is not passing upon, and does shall not assume any responsibility for the accuracy, completeness or fairness of the factual statements contained in the Registration Statement or Offering Circular and have made no independent verification thereof, on the Prospectus, except for those referred to in basis of the opinion in subsection (vi) of this Section 8(d), no facts have foregoing such counsel shall state that nothing has come to such counsel’s 's attention that lead causes them to believe, believe that the Offering Circular and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or any further amendment amendments or supplements thereto made by the Company prior to such the Time of Delivery (other than the financial statements and related statements, schedules and notes or other financial or statistical data included thereincontained in the Offering Circular, as to which such counsel need express no opinion) contained as of its date or contains as of the Time of Delivery an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or thatomits, as of its datethe case may be, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicable. With respect to the matters to be covered in paragraphs (vii), (viii) and the paragraph following paragraph (viii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto and discussions with representatives of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) above, except as specified. In rendering their opinion, such counsel may state that they express no such opinion other than as is limited to the law laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws law of the United StatesStates of America. In rendering such opinion, such counsel shall be entitled to rely, as to certain matters of fact, on information contained in certificates of officers of the Company and the Guarantors and on certificates and reports of public officials.
Appears in 1 contract
Wachtell, Lipton. Xxxxx & Xxxx, special counsel for the Company and its subsidiariesCompany, shall have furnished to you the Representatives their written opinion (in the form set forth in Annex II(b) hereto)opinion, dated such Time of Deliverythe Closing Date or the Additional Closing Date, as the case may be, in form and substance satisfactory to the Representatives, to the effect that:
(i) This this Agreement has been duly authorized, executed and delivered by Lazard Groupthe Company;
(ii) Under the laws of the State of New York relating to personal jurisdiction, each authorized capital stock of the Company and Lazard Group has, pursuant conforms as to Section 16 of this Agreement, validly and irrevocably submitted legal matters to the personal jurisdiction of any state or federal court located description thereof contained 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 GroupProspectus;
(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 shares of its subsidiaries is a party or of which any property capital stock of the Company or any of its subsidiaries is the subject which, if determined adversely outstanding prior 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 have been duly authorized and are validly issued, fully paid and non-assessable;
(iv) the Shares to be sold by the Company hereunder have been duly authorized, validly issued, and when [issued and] delivered to and paid for the Underwriters in accor dance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and the compliance by each [issuance and] sale of the Company and Lazard Group with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will Shares is not conflict with subject to any preemptive 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 of their propertiessimilar rights;
(v) No Governmental Authorization the statements in the Prospectus under "Description of Capital Stock" and in the Registration Statement in Item 15, insofar as such statements constitute a summary of the United States or the State of New York is required for the issuance and sale terms of the Shares Stock, legal matters, documents or proceedings referred to therein, fairly present the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreementinformation called for with respect to such terms, except the registration under the Act of the Shareslegal matters, such consents, approvals, authorizations, registrations documents or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectproceedings;
(vi) The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”, insofar as they purport to constitute a summary of U.S. laws and the documents referred to therein, and under the caption “Underwriting”, insofar as they purport to describe the provisions such counsel is of the laws and documents referred to therein, are accurate and complete summaries of such provisions in all material respects;
(vii) The opinion that the Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or and statistical data included or incorporated by reference therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder; and
(viii) Counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vi) of this Section 8(d), no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery believe that (other than the financial statements and related schedules and notes or other financial or and statistical data included or incorporated by reference therein, as to which such counsel need express no opinion) the Registration Statement and the prospectus included therein at the time the Registration Statement became effective contained an any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, or thatthat the Prospectus, as of its dateamended or supplemented, the Prospectus or if applicable, contains any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(vii) no consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or body is required for the sale of the Shares or the consummation of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Securities Act and as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters; and
(viii) the Company is not and, after giving effect to the offering and sale of the Shares, will not be an "investment company", as such term is defined in the Investment Company Act. In rendering their the opinions set forth in paragraphs (f) and (g) of this Section, (A) Xxxxxx X. Xxxxxx may rely, as to matters involving the application of laws other than the laws of the United States and the States of New York and the General Corporation Law of the State of Delaware, to the extent he deems proper and to the extent specified in such opinion, such if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Underwriters' counsel) of other counsel reasonably acceptable to the Underwriters' counsel, familiar with the applicable laws and (B) each of Xxxxxx X. Xxxxxx and Wachtell, Lipton, Xxxxx & Xxxx may rely rely, as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard GroupCompany. The opinion of Xxxxxx X. Xxxxxx shall state that the opinions of any such other counsel upon which he relied is in form satisfactory to him and, as applicablein his opinion, the Underwriters and he is justified in relying thereon. With respect to the matters to be covered in paragraphs (viiSection 6(f)(vii) or 6(g)(vi), (viii) and the paragraph following paragraph (viii) above, such above counsel may state that their opinion and belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto (other than, in the case of Wachtell, Lipton, Xxxxx & Xxxx, the documents incorporated by reference therein) and discussions with representatives review and discussion of the Company and Lazard Group and its auditors contents thereof (including discussions in which the Underwriters and their counsel participateddocuments incorporated by reference therein) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) above, verification except as specified. In rendering their opinion, such The opinions of counsel may state that they express no opinion other than as described above shall be rendered to the law Underwriters at the request of the State of New York Company and the federal securities laws of the United Statesshall so state therein.
Appears in 1 contract
Wachtell, Lipton. Xxxxx Rosen & XxxxKatz, special counsel for the Company and its subsidiariesCompany, shall have furnished to you furxxxxxd tx xxu their written opinion (in the form set forth in Annex II(b) hereto)opinion, dated such Time of Deliverythe Closing Date, in form and substance reasonably satisfactory to you, to the effect that:
(i) This the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) necessary to own its properties and conduct its business as described in the Prospectus as amended or supplemented;
(ii) 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 GroupCompany;
(iii) To such counsel’s knowledge the Securities have been duly authorized, executed and other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which delivered by the Company or any and, assuming due authorization, execution and delivery by the Trustee, when duly authenticated in accordance with the terms of its subsidiaries is a party or the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of which any property this Agreement, will constitute valid and binding obligations of the Company or any of its subsidiaries is the subject which, if determined adversely entitled to the Company benefits provided by the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or any other laws affecting creditors' rights generally from time to time in effect and to general principles of its subsidiariesequity, would individually including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or in the aggregate, have a Material Adverse Effectat law);
(iv) The issuance the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding instrument of the Company (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and the Indenture has been duly qualified under the Trust Indenture Act;
(v) the issue and sale of the Shares being delivered at such Time of Delivery to be sold Securities and the performance by the Company of its obligations under the Securities, the Indenture 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 and therein 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 Incorporation, or the federal securities laws By-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 of their properties;
(v) No Governmental Authorization applicable law of the United States or New York or the General Corporation Law of the State of New York is required for the issuance and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by this Agreement, except the registration under the Act of the Shares, such consents, approvals, authorizations, registrations or qualifications that have been obtained or as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and such consents, approvals, authorizations, registrations or qualifications the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectDelaware;
(vi) The the statements set forth in the Prospectus under "Description of Debt Securities" and in the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”Registration Statement in Item 15, insofar as they purport to such statements constitute a summary of U.S. laws and the legal matters, documents or proceedings referred to therein, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete summaries of such provisions fairly summarize in all material respectsrespects the information called for with respect to such legal matters, documents or proceedings;
(vii) The in the course of the preparation by the Company of the Registration Statement and the Prospectus, such counsel has participated in conferences with certain of the officers and other representatives of the Company, representatives of the independent certified public accountants for the Company and representatives of the Underwriters, at which the contents of the Registration Statement and the Prospectus were discussed; although we have not independently verified, and any further amendments are not passing upon and supplements thereto assume no responsibility for, the accuracy, completeness or fairness of the statements made by in the Company prior Registration Statement and the Prospectus, other than as provided in clause (vii) above, no facts have come to such Time of Delivery our attention which lead us to believe that the Registration Statement or Prospectus (other than the financial statements and related schedules notes thereto and notes or the other financial or statistical financial, statistical, reserve and accounting data included in or omitted from the Registration Statement and the Prospectus, all as to which we express no opinion), on the date thereof or at the Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; such counsel is of the opinion that the Registration Statement and the Prospectus and any amendments and supplements thereto (except for the financial statements included therein as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder; andTrust Indenture Act;
(viii) Counsel does the Company is not know of any amendment and, after giving effect to the Registration Statement required to offering and sale of the Securities, will not be filed an "investment company" or of any contracts or other documents of a character required to be filed entity "controlled" by an "investment company", as an exhibit to the Registration Statement or required to be described such terms are defined in the Registration Statement or the Prospectus which are not filed or described as required. Although counsel has not verified, is not passing upon, and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vi) of this Section 8(d), no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, that, as of its effective date, the Registration Statement or any further amendment thereto made by the Investment Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingAct. In rendering their opinionsuch opinions, such counsel may rely (A) as to matters involving the application of laws other than the laws of the United States and the State of New York and the General Corporation Law of the State of Delaware, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Underwriters' counsel) of other counsel reasonably acceptable to the Underwriters' counsel, familiar with the applicable laws; (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company. The opinion of such counsel for the Company or Lazard Groupshall state that the opinion of any such other counsel upon which they relied is in form satisfactory to such counsel and, as applicablein such counsel's opinion, the Underwriters and they are justified in relying thereon. With respect to the matters to be covered in paragraphs subparagraph (vii), (viii) and the paragraph following paragraph (viii) above, such above counsel may state that their opinion and belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto (other than the documents incorporated by reference therein) and discussions with representatives review and discussion of the Company and Lazard Group and its auditors contents thereof (including discussions in which the Underwriters and their counsel participateddocuments incorporated by reference therein) in connection with such preparation of the Registration Statement and Prospectus and any amendments or supplements thereto but is without independent check or verification, except as with respect to matters set forth in paragraph (vi) above, verification except as specified. In rendering their opinionSuch opinion may contain customary assumptions, such exceptions, limitations, qualifications and comments, including a statement that Wachtell, Lipton, Rosen & Katz does not and has not acted for the Company as rexxxxx ouxxxxe counsel may state that they express no for litigation, ERISA, antitrust, intellectual property, commercial, corporate or other matters. The opinion other than as of Wachtell, Lipton, Rosen & Katz described above shall be rendered to the law Underwrxxxxx at xxx request of the State of New York Company and the federal securities laws of the United States.shall so state therein;
Appears in 1 contract
Samples: Underwriting Agreement (Readers Digest Association Inc)
Wachtell, Lipton. Xxxxx & Xxxx, counsel for the Company and its subsidiariesCompany, shall have furnished to you their written opinion (in the form set forth in a draft of such opinion is attached as Annex II(bI(b) hereto), dated such Time of Delivery, in form and substance satisfactory to you, 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 Delaware, with corporate power and authority necessary to own its properties and conduct its business as described in the Prospectus;
(ii) The Company has an authorized equity capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company (including the Shares being delivered at such Time of Delivery) have been duly and validly authorized and issued and are fully paid and nonassessable; and the Shares conform, in all material respects, to the description of the Stock contained in the Prospectus;
(iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify would not, singularly or in the aggregate, have a Material Adverse Effect (such counsel being entitled to rely in respect of the opinion in this clause upon certificates of government officials in the relevant jurisdictions regarding the Company's qualification as a foreign corporation and good standing and, in respect of matters of fact, upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such certificates);
(iv) Each subsidiary of the Company that is incorporated in the State of Delaware and listed in Exhibit A attached hereto (collectively, the "Delaware Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware; and all of the outstanding shares of capital stock of each such subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, charges, encumbrances, security interests, restrictions upon voting or transfer (except for regulatory restrictions created under the Communications Act and the rules and regulations of the FCC and the Regulatory Commission of Alaska) or any other claims of any third party, except as created pursuant to the Credit Agreement (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of special counsel, certificates of government officials in the State of Delaware regarding each Delaware Subsidiary's good standing and, in respect to matters of fact, upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions and certificates);
(v) Each of the Delaware Subsidiaries has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify would not, singularly or in the aggregate, have a Material Adverse Effect (such counsel being entitled to rely in respect of the opinion in this clause upon certificates of government officials in the relevant jurisdictions regarding each Delaware Subsidiary's qualification as a foreign corporation and good standing and, in respect of matters of fact, upon certificates of officers of the Company, provided that such counsel shall state that they believe that both you and they are justified in relying upon such certificates);
(vi) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly and validly taken by the Company;
(vii) This Agreement has been duly authorized, executed and delivered by Lazard Groupthe Company and constitutes a valid and legally binding agreement of the Company;
(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;
(ivviii) The issuance issue 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 (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed to which the Company or any of the Delaware Subsidiaries is a party or by which the Company or any of the Delaware Subsidiaries is bound or to which any of the property or assets of the Company or any of the Delaware Subsidiaries is subject, and which, in each instance, is included as an exhibit to the Registration Statement nor will such action pursuant to Item 601 of Regulation S-K under the Securities Act, (B) result in any violation of the provisions of the Certificate of Formation Incorporation or By-laws of Lazard Group the Company or any statute of the Delaware Subsidiaries or (C) result in any violation of the provisions of any statute, rule or regulation under the laws of the State of New York York, the General Corporation Law of the State of Delaware or the federal securities laws of the United States of America (other than Blue Sky or any order, rule or regulation known state securities laws as to which such counsel need express no opinion, and other than the anti-fraud provisions of the United States federal securities laws, as to which such counsel need express no opinion except as otherwise expressly set forth in such opinion) in effect on the date of such opinion of any United States Federal governmental agency or New York Governmental Agency body having jurisdiction over the Company or any of its subsidiaries the Delaware Subsidiaries or any of their propertiesproperties or assets, other than, in the case of this clause (C), any violation that could not reasonably be expected to have a Material Adverse Effect;
(vix) No Governmental Authorization consent, approval, authorization, order, registration, filing or qualification of the United States or the State of New York with any such governmental agency or body referred to in clause (viii) above under any statute, rule or regulation referred to in clause (viii) above is required for the issuance issue and sale of the Shares or the consummation by either of the Company and Lazard Group of the transactions contemplated by in this Agreement, except (A) the registration under the Act of the Shares, Shares and the registration under the Exchange Act of the Stock and (B) such consents, approvals, authorizations, registrations registrations, filings or qualifications that have been obtained or (1) as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters Underwriters, (2) which shall have been obtained or made prior to such Time of Delivery and such consents, approvals, authorizations, registrations or qualifications (3) the failure of which to obtain which would notnot materially restrain, individually prevent or in impose material burdensome conditions on the aggregate, reasonably be expected to have a Material Adverse Effectissuance of the Shares;
(vix) The statements set forth in the Prospectus under the caption “Material U.S. Federal Income Tax and Bermuda Tax Considerations”"Description of Capital Stock", insofar as they purport to constitute a summary of U.S. laws and the documents referred to thereinterms of the Stock, and under the caption “"U.S. Tax Consequences to Non-U.S. Holders" and under the caption "Underwriting”", insofar as they purport to describe summarize the provisions of the laws and documents referred to therein, are accurate have been reviewed by such counsel and complete summaries of such provisions fairly summarize the matters described therein in all material respects; and such counsel does not have actual knowledge of any current or pending legal or governmental actions, suits or proceedings which, to the knowledge of such counsel, are required to be described in the Prospectus which are not described as required;
(viixi) Neither the Company nor any of its subsidiaries is, and after giving effect to the offering and sale of the Shares, the Company will not be, an "investment company" or a company "controlled by" an investment company within the meaning of the Investment Company Act and the rules and regulations of the Commission thereunder; and neither the Company nor any of its subsidiaries is, and after giving effect to the offering and sale of the Shares, the Company will not be, an "investment company" under the Investment Company Act and the rules and regulations of the Commission thereunder (without taking account of any exemption under the Investment Company Act and the rules and regulations of the Commission thereunder arising out of the number of holders of the securities of the Company or any of its subsidiaries); and
(xii) The Registration Statement and the Prospectus and any further amendments and supplements thereto made by the Company prior to such Time of Delivery (other than the financial statements statements, related notes and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; and
(viii) Counsel does not know such counsel shall also state that they have participated in conferences with directors, officers and other representatives of any amendment to the Company, representatives of the independent accountants of the Company, representatives of the Underwriters and representatives of counsel for the Underwriters, at which conferences the contents of the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or and the Prospectus which are not filed or described as required. Although counsel has not verifiedand related matters were discussed and, is not passing upon, and does although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, except for those referred to in the opinion in subsection (vix) of this Section 8(d7(c), ; they have no facts have come to such counsel’s attention that lead them to believe, and such counsel has no other reason to believe, believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Time of Delivery (other than the financial statements statements, related notes and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements statements, related notes and related schedules and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus or any further amendment or supplement thereto made by the Company prior to such Time of Delivery (other than the financial statements statements, related notes and related schedules schedules, and notes or other financial or statistical data included therein, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In rendering their opinion, such counsel may rely as ; and they do not know of any amendment to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and Lazard Group, as applicable, and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company or Lazard Group, as applicable. With respect to the matters to be covered in paragraphs (vii), (viii) and the paragraph following paragraph (viii) above, such counsel may state that their opinion is based upon their participation in the preparation of the Registration Statement and the Prospectus and required to be filed or of any amendment contracts or supplement thereto and discussions with representatives other documents of the Company and Lazard Group and its auditors (including discussions in which the Underwriters and their counsel participated) in connection with such preparation of a character required to be filed as an exhibit to the Registration Statement and or required to be described in the Registration Statement or the Prospectus and any amendments which are not filed or supplements thereto but is without independent check or verification, except described as with respect to matters set forth in paragraph (vi) above, except as specified. required; In rendering their such opinion, such counsel may state that they have not considered, and express no opinion as to, the laws of any jurisdiction other than as to the law laws of the State of New York York, the General Corporation Law of the State of Delaware and the federal securities laws of the United StatesStates of America, in each case as in effect on the date of such opinion, and, specifically, that they have not considered, and express no opinion as to, the laws of the State of Alaska or matters within the jurisdiction of the FCC or the Regulatory Commission of Alaska (formerly Alaska Public Utilities Commission) (or any other laws applicable to corporations conducting telecommunications or utility businesses, in their capacity as such, similar to those conducted by the Company or any other matters within the jurisdiction of any governmental authority charged with regulating such corporations).
Appears in 1 contract
Samples: Underwriting Agreement (Alaska Communications Systems Group Inc)
