Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“Loeb”), counsel to the Company, dated the Closing Date, addressed to the Representative and the other Underwriters and in form and substance reasonably satisfactory to the Representative. The opinion of counsel shall further include a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants for the Company and representatives of the Underwriters at which the contents of the Registration Statement, final Preliminary Prospectus, the Prospectus and related matters were discussed and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, final Preliminary Prospectus and the Prospectus (except as otherwise set forth in such opinion), no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement, final Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, as of the date of such opinion 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, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and related notes and schedules and other financial and statistical data included in the Registration Statement, final Preliminary Prospectus or the Prospectus or matters relating to the sale of securities in any jurisdiction outside the U.S.). The opinion of counsel shall state that such counsel is not opining as to the Placement Securities with respect to any rights to rescind or the effect any exercise of such rights will have on any other securities of the Company or on the Offering.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Lucosky Bxxxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and written statement providing certain “10b-5” negative assurances of Sxxxxxxxx & Associates, P. C. (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, in form and substance reasonably satisfactory to the Representative.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb LLP (“L&L”), counsel to the Company, dated the Closing Date, addressed to the Representative covering the following (subject to standard qualifications and limitations):
(i) The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of Delaware with the requisite corporate power to own or lease, as the case may be, and operate its properties, and to conduct its business as described in the Registration Statement and the Prospectus.
(ii) All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Company’s Charter Documents. The offers and sales of the outstanding securities of the Company were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized, and to the extent of L&L’s knowledge, outstanding shares of capital stock of the Company are as set forth in the Prospectus.
(iii) The Public Securities have been duly authorized and, when issued and paid for, will be validly issued and to L&L’s knowledge, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Public Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or under the Charter Documents. The Over-allotment Option and Underwriter’s Purchase Option constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number of securities called for thereby, and the Over-allotment Option and the Underwriter’s Purchase Option are enforceable against the Company in accordance with their respective terms.
(iv) Each of the Applicable Agreements has been duly and validly authorized and executed by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms.
(v) The execution, delivery and performance of the Applicable Agreements by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the ...
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Wxxxxx Rxxxxxx Yxxxx & Pxxxxx, LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Loeb & Loeb, LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit D attached hereto.
Closing Date Opinion of Counsel. On the Closing Date, the Underwriter shall have received the favorable opinion of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, counsel to the Company, dated the Closing Date and addressed to the Underwriter, in a form reasonably acceptable to the Underwriter.
Closing Date Opinion of Counsel. On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of Xxxxxxx XxXxxxxxx LLP (“Xxxxxxx”), counsel to the Company, dated as of the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance satisfactory to Xxxxxx and attached hereto as Exhibit A.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received (i) the opinion and (ii) a written statement providing certain “10b-5” negative assurances, in each case, of Xxxxx LPC (“Company Counsel”), counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in the forms set forth as Exhibits D and E hereto, respectively.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of White & Case LLP, counsel to the Company, and a statement providing certain “10b-5” negative assurances, dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.
