Opinion of Company Counsel definition

Opinion of Company Counsel means the legal opinion of Fulbright & Jawoxxxx X.X.P., counsel for the Company, in favor of the Purchasers, in the form of Exhibit C hereto
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Opinion of Company Counsel means the legal opinion of Chamberlain, Hrdlicka, White, Xxxxxxxx & Xxxxxx, counsel for the Company, in favor of the Purchasers, in the form of Exhibit D hereto.
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Opinion of Company Counsel means a written opinion from independent legal counsel who is reasonably acceptable to the Collateral Trustee or the Company's chief legal officer or deputy chief legal officer. The opinion may include exceptions and qualifications consistent with customary practice for written third party legal opinions relating to the subject matter of the opinion.
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Examples of Opinion of Company Counsel in a sentence

  • Legal Opinion of Company Counsel and negative assurance statement with respect to offering customarily provided in publ ic offerings addressed to Jumpstart Securities in form and substance satisfactory to Jumpstart Securities.

  • Exhibit C EXHIBIT D Form of Opinion of Company Counsel See attached.

  • TOTAL SCHEDULE B Subsidiaries of the Company SCHEDULE C Lock-Up Parties SCHEDULE 1(W) ANNEX I Form of Opinion of Company Counsel All capitalized terms used but not defined in this Annex I shall have the meanings ascribed to such terms in the Underwriting Agreement to which this Annex is attached.

  • Absence of Fiduciary Relationship 37 EXHIBITS Exhibit A – Form of Placement Notice Exhibit B – Authorized/Designated Individuals for Placement Notices Exhibit C – Compensation Exhibit D – Subsidiaries of the Company Exhibit E-1 – Form of Opinion of Company Counsel Exhibit E-2 – Form of Opinion of Company Tax Counsel Exhibit E-3 – Form of Opinion of Company Special Maryland Counsel Exhibit F – Officer Certificate Exhibit G – Issuer Free Writing Prospectus BioMed Realty Trust, Inc.

  • Chill Exhibits: -------- A Form of Additional Investment Right B Opinion of Company Counsel C Plan of Distribution D Transfer Agent Instructions [These exhibits are omitted.

  • Name: Title: Chief Executive Officer EXHIBIT D Form of Opinion of Company Counsel EXHIBIT E Form of Secretary’s Certificate IMATION CORP.

  • This Amendment shall become effective upon fulfillment of the following conditions precedent: (a) receipt by the Collateral Trustee of the duly executed signature page of this Amendment signed on behalf of the Company and (b) receipt by the Collateral Trustee of an Officer's Certificate and an Opinion of Company Counsel, dated the date hereof, in accordance with section 7.1 of the Collateral Trust Agreement..

  • Exhibit A Form of Capacity and Services Agreement Exhibit B Form of Registration Rights Agreement Exhibit C Form of Officer’s Certificate Exhibit D Form of Opinion of Company Counsel Exhibit E Form of Secretary’s Certificate EXHIBIT A Form of Capacity and Services Agreement CAPACITY AND SERVICES AGREEMENT By and Among CLINTON GROUP, INC., IMATION CORP.

  • Exhibit A Form of Opinion of Company Counsel Exhibit B Form of Opinion of XxXxxxx Xxxx PLLC Exhibit C Form of Lock-up Agreement [Date] Xxxxxxxxx LLC As Representative of the Several Underwriters c/o Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Cerecor Inc.

  • Conditions of Investor's Obligations at Closing 12 4.1 Performance 12 4.2 Compliance Certificate 12 4.3 Qualifications 13 4.4 Proceedings and Documents 13 4.5 Opinion of Company Counsel 13 4.6 Investors' Rights Agreement 13 4.7 Approval and Filing of the Restated Certificate 13 4.8 Conversion of Existing Preferred Stock 13 4.9 Governance Agreement 13 4.10 Strategic Alliance Agreement 13 4.11 HSR Act 13 4.12 Executive Lock-Up Agreements 13 4.13 Conduct of the Company Business 13 5.


More Definitions of Opinion of Company Counsel

Opinion of Company Counsel means the favorable written legal opinion of Borrower's counsel, substantially in the form of Exhibit D.
Sample 1
Opinion of Company Counsel means the opinion of XxXxxxx Xxxx, A Professional Corporation, counsel to the Company, substantially in the form of Exhibit 1.37 attached hereto.
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Opinion of Company Counsel means the legal opinion of Chamberlain, Hrdlicka, White, Williams & Martin, counsel for the Company, in favor of the Purchasers, xx xxx foxx xx EXHIBIT "F" hereto
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Related to Opinion of Company Counsel

  • Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.

  • Opinion of Counsel means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

  • Opinion of Bond Counsel means a written opinion of Bond Counsel.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E, to be delivered in connection with the Commitment Closing and any Tranche Closing.

  • Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Opinion of Independent Counsel means a written opinion of counsel which is issued by a Person who is not an employee, director or consultant (other than non-employee legal counsel) of the Company or any Guarantor and who shall be acceptable to the Trustee, and which opinion shall be in form and substance reasonably satisfactory to the Trustee.

  • Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • REMIC Opinion An Independent Opinion of Counsel, to the effect that the proposed action described therein would not, under the REMIC Provisions, (i) cause any REMIC created hereunder to fail to qualify as a REMIC while any regular interest in such REMIC is outstanding, (ii) result in a tax on prohibited transactions with respect to any REMIC created hereunder or (iii) constitute a taxable contribution to any REMIC created hereunder after the Startup Day.

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.

  • Tax Opinion means, with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes, (a) such action will not cause the Notes of any outstanding class of Notes that were characterized as debt at the time of their issuance to be characterized as other than debt, (b) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Holder.

  • Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Fairness Opinion has the meaning set forth in Section 4.22.